Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Feb. 16, 2017 | Jun. 30, 2016 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | CHOICE HOTELS INTERNATIONAL INC /DE | ||
Trading Symbol | chh | ||
Entity Central Index Key | 1,046,311 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Large Accelerated Filer | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2016 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Common Stock, Shares Outstanding | 56,280,477 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 1,582,842,609 |
Consolidated Statements of Inco
Consolidated Statements of Income - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
REVENUES: | |||
Royalty fees | $ 320,547 | $ 301,508 | $ 287,538 |
Initial franchise and relicensing fees | 23,953 | 24,680 | 19,481 |
Procurement services | 31,226 | 27,071 | 23,819 |
Marketing and reservation system | 525,716 | 488,763 | 412,619 |
Other | 23,199 | 17,856 | 14,513 |
Total revenues | 924,641 | 859,878 | 757,970 |
OPERATING EXPENSES: | |||
Selling, general and administrative | 148,728 | 134,254 | 121,418 |
Depreciation and amortization | 11,705 | 11,542 | 9,365 |
Marketing and reservation system | 525,716 | 488,763 | 412,619 |
Total operating expenses | 686,149 | 634,559 | 543,402 |
Gain on sale of assets, net | 403 | 0 | 0 |
Operating income | 238,895 | 225,319 | 214,568 |
OTHER INCOME AND EXPENSES, NET: | |||
Interest expense | 44,446 | 42,833 | 41,486 |
Interest income | (3,535) | (1,580) | (1,761) |
Other (gains) losses | (1,504) | (820) | 427 |
Equity in net (income) loss of affiliates | (492) | 901 | 658 |
Total other income and expenses, net | 38,915 | 41,334 | 40,810 |
Income from continuing operations before income taxes | 199,980 | 183,985 | 173,758 |
Income taxes | 60,609 | 55,956 | 52,285 |
Income from continuing operations, net of income taxes | 139,371 | 128,029 | 121,473 |
Income from discontinued operations, net of income taxes | 0 | 0 | 1,687 |
Net income | $ 139,371 | $ 128,029 | $ 123,160 |
Basic earnings per share: | |||
Basic earnings per share, Continuing operations (in dollars per share) | $ 2.48 | $ 2.24 | $ 2.08 |
Basic earnings per share, Discontinued operations (in dollars per share) | 0 | 0 | 0.03 |
Basic earnings per share (in dollars per share) | 2.48 | 2.24 | 2.11 |
Diluted earnings per share: | |||
Diluted earnings per share, Continuing operations (in dollars per share) | 2.46 | 2.22 | 2.07 |
Diluted earnings per share, Discontinued operations (in dollars per share) | 0 | 0 | 0.03 |
Diluted earnings per share (in dollars per share) | $ 2.46 | $ 2.22 | $ 2.10 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Statement of Comprehensive Income [Abstract] | |||||||||||
Net income | $ 31,821 | $ 47,565 | $ 38,822 | $ 21,163 | $ 29,203 | $ 41,419 | $ 35,813 | $ 21,594 | $ 139,371 | $ 128,029 | $ 123,160 |
Other comprehensive income (loss), net of tax: | |||||||||||
Amortization of loss on cash flow hedge | 862 | 862 | 861 | ||||||||
Foreign currency translation adjustment | (606) | (2,669) | (1,615) | ||||||||
Other comprehensive income (loss), net of tax | 256 | (1,807) | (754) | ||||||||
Comprehensive income | $ 139,627 | $ 126,222 | $ 122,406 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Current assets | ||
Cash and cash equivalents | $ 202,463 | $ 193,441 |
Receivables (net of allowance for doubtful accounts of $8,557 and $8,719, respectively) | 107,336 | 89,352 |
Income taxes receivable | 316 | 5,486 |
Notes receivable, net of allowances | 7,873 | 5,107 |
Other current assets | 26,885 | 17,567 |
Total current assets | 344,873 | 310,953 |
Property and equipment, at cost, net | 84,061 | 88,158 |
Goodwill | 78,905 | 79,327 |
Intangible assets, net | 15,738 | 11,948 |
Notes receivable, net of allowances | 110,608 | 82,572 |
Investments, employee benefit plans, at fair value | 16,975 | 17,674 |
Investments in unconsolidated entities | 94,839 | 67,037 |
Deferred income taxes | 52,812 | 42,434 |
Other assets | 53,657 | 16,907 |
Total assets | 852,468 | 717,010 |
Current liabilities | ||
Accounts payable | 48,071 | 64,431 |
Accrued expenses and other current liabilities | 80,388 | 70,648 |
Deferred revenue | 133,218 | 71,587 |
Current portion of long-term debt | 1,195 | 1,191 |
Income taxes payable | 796 | 159 |
Total current liabilities | 263,668 | 208,016 |
Long-term debt | 839,409 | 812,945 |
Deferred compensation and retirement plan obligations | 21,595 | 22,859 |
Deferred income taxes | 292 | 506 |
Other liabilities | 38,853 | 68,583 |
Total liabilities | 1,163,817 | 1,112,909 |
Commitments and Contingencies | ||
SHAREHOLDERS' DEFICIT | ||
Common stock, $0.01 par value; 160,000,000 shares authorized; 95,065,638 shares issued at December 31, 2016 and 2015 and 56,299,949 and 56,336,566 shares outstanding at December 31, 2016 and 2015, respectively | 951 | 951 |
Additional paid-in-capital | 159,045 | 149,895 |
Accumulated other comprehensive loss | (8,522) | (8,778) |
Treasury stock (38,765,689 and 38,729,072 shares at December 31, 2016 and 2015, respectively), at cost | (1,070,383) | (1,052,864) |
Retained earnings | 607,560 | 514,897 |
Total shareholders’ deficit | (311,349) | (395,899) |
Total liabilities and shareholders’ deficit | $ 852,468 | $ 717,010 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Current assets | ||
Receivables, allowance for doubtful accounts | $ 8,557 | $ 8,719 |
SHAREHOLDERS' DEFICIT | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 160,000,000 | 160,000,000 |
Common stock, shares issued | 95,065,638 | 95,065,638 |
Common stock, shares outstanding | 56,299,949 | 56,336,566 |
Treasury stock, shares | 38,765,689 | 38,729,072 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
CASH FLOWS FROM OPERATING ACTIVITIES | |||
Net income | $ 139,371 | $ 128,029 | $ 123,160 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 11,705 | 11,542 | 9,365 |
Gain on disposal of assets | (346) | (1,521) | (2,809) |
Provision for bad debts, net | 2,151 | 1,704 | 2,775 |
Non-cash stock compensation and other charges | 15,458 | 11,805 | 9,706 |
Non-cash interest and other (income) loss | 1,059 | 3,229 | 3,174 |
Deferred income taxes | (10,542) | 615 | (22,899) |
Equity in net losses from unconsolidated joint ventures, less distributions received | 1,025 | 3,279 | 2,200 |
Changes in assets and liabilities, net of acquisition: | |||
Receivables | (21,919) | 401 | (14,250) |
Advances to/from marketing and reservation activities, net | (21,449) | 11,074 | 70,179 |
Forgivable notes receivable, net | (17,410) | (23,066) | (12,914) |
Accounts payable | (13,689) | 6,493 | 9,636 |
Accrued expenses and other current liabilities | 5,225 | 5,166 | 6,678 |
Income taxes payable/receivable | 5,775 | 808 | 139 |
Deferred revenue | 61,646 | 5,251 | 5,297 |
Other assets | (8,703) | (5,792) | (1,250) |
Other liabilities | 2,678 | 6,062 | (575) |
Net cash provided by operating activities | 152,035 | 165,079 | 187,612 |
CASH FLOWS FROM INVESTING ACTIVITIES | |||
Investment in property and equipment | (25,191) | (27,765) | (20,946) |
Investment in intangible assets | (2,580) | (733) | (636) |
Proceeds from sale of assets | 11,462 | 6,347 | 15,612 |
Acquisitions of real estate | (28,583) | (9,200) | 0 |
Business acquisition, net of cash acquired | (1,341) | (13,269) | 0 |
Contributions to equity method investments | (34,661) | (23,737) | (17,789) |
Distributions from equity method investments | 3,700 | 518 | 0 |
Purchases of investments, employee benefit plans | (1,661) | (3,220) | (2,794) |
Proceeds from sales of investments, employee benefit plans | 1,911 | 3,170 | 964 |
Issuance of mezzanine and other notes receivable | (32,604) | (36,884) | (3,340) |
Collections of mezzanine and other notes receivable | 11,070 | 4,849 | 11,289 |
Other items, net | 11 | 114 | (6) |
Net cash used in investing activities | (98,467) | (99,810) | (17,646) |
CASH FLOWS FROM FINANCING ACTIVITIES | |||
Proceeds from the issuance of long-term debt | 0 | 176 | 250 |
Net borrowings pursuant to revolving credit facilities | 25,795 | 158,867 | 0 |
Principal payments on long-term debt | (988) | (130,501) | (10,108) |
Proceeds from other debt agreements | 550 | 0 | 0 |
Debt issuance costs | (284) | (2,169) | 0 |
Purchase of treasury stock | (35,926) | (72,873) | (77,972) |
Dividends paid | (46,182) | (45,214) | (43,529) |
Proceeds from exercise of stock options | 12,951 | 7,056 | 10,098 |
Net cash used in financing activities | (44,084) | (84,658) | (121,261) |
Net change in cash and cash equivalents | 9,484 | (19,389) | 48,705 |
Effect of foreign exchange rate changes on cash and cash equivalents | (462) | (2,049) | (1,621) |
Cash and cash equivalents at beginning of period | 193,441 | 214,879 | 167,795 |
Cash and cash equivalents at end of period | 202,463 | 193,441 | 214,879 |
Cash payments during the year for: | |||
Income taxes, net of refunds | 65,683 | 54,990 | 77,562 |
Interest, net of capitalized interest | 41,992 | 40,056 | 40,644 |
Non-cash investing and financing activities: | |||
Dividends declared but not paid | 12,112 | 11,548 | 11,176 |
Equity method investments | 0 | 0 | 2,827 |
Investment in property, equipment and intangibles acquired in accounts payable and accrued liabilities | 3,648 | 3,717 | 15,670 |
Acquisitions, long-term debt assumed | 0 | 0 | 10,667 |
Sale of investment in unconsolidated joint venture | $ 2,350 | $ 0 | $ 0 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Deficit - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | AOCI Attributable to Parent | Treasury Stock | Retained Earnings |
Beginning balance, (in shares) at Dec. 31, 2013 | 58,638,863 | |||||
Beginning balance at Dec. 31, 2013 | $ (452,871) | $ 586 | $ 117,768 | $ (6,217) | $ (918,031) | $ 353,023 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | 123,160 | 123,160 | ||||
Other comprehensive income | (754) | (754) | ||||
Share based payment activity (in shares) | 550,205 | |||||
Share based payment activity | 23,283 | $ 6 | 9,893 | 13,384 | ||
Dividends declared | (43,784) | $ (43,400) | (43,784) | |||
Treasury purchases (in shares) | (1,510,070) | |||||
Treasury purchases | (77,972) | $ (15) | (77,957) | |||
Other (in shares) | (341,278) | |||||
Other | 137 | $ (4) | 141 | |||
Ending balance, (in shares) at Dec. 31, 2014 | 57,337,720 | |||||
Ending balance at Dec. 31, 2014 | (428,801) | $ 573 | 127,661 | (6,971) | (982,463) | 432,399 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | 128,029 | 128,029 | ||||
Other comprehensive income | (1,807) | (1,807) | ||||
Share based payment activity (in shares) | 443,040 | |||||
Share based payment activity | 23,887 | $ 0 | 22,110 | 1,777 | ||
Dividends declared | (45,531) | $ (45,100) | (45,531) | |||
Treasury purchases (in shares) | (1,444,194) | |||||
Treasury purchases | (72,873) | $ 0 | (72,873) | |||
Other (in shares) | 0 | |||||
Other | $ 1,197 | $ 378 | 124 | 695 | ||
Ending balance, (in shares) at Dec. 31, 2015 | 56,336,566 | 56,336,566 | ||||
Ending balance at Dec. 31, 2015 | $ (395,899) | $ 951 | 149,895 | (8,778) | (1,052,864) | 514,897 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | 139,371 | 139,371 | ||||
Other comprehensive income | 256 | 256 | ||||
Share based payment activity (in shares) | 732,735 | |||||
Share based payment activity | 27,557 | $ 0 | 9,150 | 18,407 | ||
Dividends declared | (46,708) | $ (46,700) | (46,708) | |||
Treasury purchases (in shares) | (769,352) | |||||
Treasury purchases | $ (35,926) | $ 0 | 0 | (35,926) | ||
Ending balance, (in shares) at Dec. 31, 2016 | 56,299,949 | 56,299,949 | ||||
Ending balance at Dec. 31, 2016 | $ (311,349) | $ 951 | $ 159,045 | $ (8,522) | $ (1,070,383) | $ 607,560 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements present the financial position, results of operations and cash flows of Choice Hotels International, Inc., a Delaware corporation and subsidiaries (the "Company"). The Company consolidates entities under its control, including variable interest entities where it is deemed to be the primary beneficiary. Investments in unconsolidated affiliates where the Company is not deemed to be the primary beneficiary but where the Company exercises significant influence over the operating and financial policies of the investee are accounted for by the equity method. All significant inter-company accounts and transactions have been eliminated in consolidation. The consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States of America ("GAAP") and require management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Accordingly, ultimate results could differ from those estimates. In the opinion of management, the accompanying consolidated financial statements include all normal and recurring adjustments that are necessary to fairly present the financial position, results of operations and cash flows of the Company. Revenue Recognition The Company enters into franchise agreements to provide franchisees with various marketing services, a centralized reservation system and limited non-exclusive rights to utilize the Company’s registered trade names and trademarks. These agreements typically have an initial term from ten to thirty years with provisions permitting franchisees or the Company to terminate the franchise agreement under certain circumstances, such as upon designated anniversaries of the agreement, before the end of the agreement term. In most instances, initial franchise and relicensing fees are recognized upon execution of the franchise agreement because the initial franchise and relicensing fees are non-refundable and the Company is not required to provide initial services to the franchisee prior to hotel opening. The initial franchise and relicensing fees related to executed franchise agreements which include incentives, such as future potential cash rebates or forgivable promissory notes, are deferred and recognized when the incentive criteria are met or the agreement is terminated, whichever occurs first. Royalty and marketing and reservation system revenues, which are typically based on a percentage of gross room revenues or the number of hotel rooms of each franchisee, are recorded when earned and realizable from the franchisee. Franchise fees based on a percentage of gross room revenues are recognized in the same period that the underlying gross room revenues are earned by the Company's franchisees. An estimate of uncollectible revenue is charged to bad debt expense and included in selling, general and administrative ("SG&A") and marketing and reservation expenses in the accompanying consolidated statements of income. The Company generates procurement services revenues from qualified vendors. Procurement services revenues are generally based on the level of goods or services purchased from qualified vendors by hotel franchise owners and hotel guests who stay in the Company’s franchised hotels or based on marketing services provided by the Company on behalf of the qualified vendors to hotel owners and guests. The Company recognizes procurement services revenues when the services are performed or the product is delivered, evidence of an arrangement exists, the fee is fixed or determinable and collectibility is reasonably assured. The Company defers the recognition of procurement services’ revenues related to upfront fees. Such upfront fees are generally recognized over a period corresponding to the Company’s estimate of the life of the arrangement. Marketing and Reservation System Revenues and Expenses The Company’s franchise agreements require the payment of certain marketing and reservation system fees, which are used exclusively by the Company for expenses associated with providing franchise services such as national marketing, operating a guest loyalty program, media advertising, central reservation systems and technology services. The Company is contractually obligated to expend the marketing and reservation system revenue it collects from franchisees in accordance with the franchise agreements; as such, no income or loss to the Company is generated. In accordance with the franchise agreements, the Company includes in marketing and reservation system expenses an allocation of costs for certain activities, such as human resources, facilities, legal, accounting, etc., required to carry out marketing and reservation activities. The Company records marketing and reservation system revenues and expenses on a gross basis since the Company is the primary obligor in the arrangement, maintains the credit risk, establishes the price and nature of the marketing or reservation services and retains discretion in supplier selection. In addition, net advances to and recoveries from the franchise system for marketing and reservation activities are presented as cash flows from operating activities. Marketing and reservation system revenues not expended in the current year are deferred and recorded as a liability in the Company's balance sheet and are carried over to the next fiscal year and expended in accordance with the franchise agreements or utilized to repay previous advances. Marketing and reservation system expenses incurred in excess of revenues are recorded as an asset in the Company's balance sheet, with a corresponding reduction in costs, and are similarly recovered in subsequent years. Under the terms of the franchise agreements, the Company may advance capital and incur costs as necessary for marketing and reservation activities and recover such advances through future fees. The Company evaluates the recoverability of marketing and reservation costs incurred in excess of cumulative marketing and reservation system revenues earned on a periodic basis. The Company will record a reserve when, based on current information and events, it is probable that it will be unable to collect all amounts advanced for marketing and reservation activities according to the contractual terms of the franchise agreements. These advances are considered to be unrecoverable if the expected net, undiscounted cash flows from marketing and reservation activities are less than the carrying amount of the asset. The Company believes that any credit risk associated with cumulative cost advances for marketing and reservation system activities is mitigated due to the contractual right to recover these amounts from a large geographically dispersed group of franchisees. Choice Privileges is the Company’s frequent guest incentive marketing program. Choice Privileges enables members to earn points based on their spending levels with franchisees and, to a lesser degree, through participation in affiliated partners’ programs, such as those offered by credit card companies. The points, which the Company accumulates and tracks on the members’ behalf, may be redeemed for free accommodations or other benefits. The Company provides Choice Privileges as a marketing program to franchised hotels and collects a percentage of program members’ room revenue from franchises to operate the program. Revenues are deferred in an amount equal to the estimated fair value of the future redemption obligation. The Company develops an estimate of the eventual redemption rates and point values using various actuarial methods. These judgmental factors determine the required liability attributable to outstanding points. Upon redemption of points, the Company recognizes the previously deferred revenue as well as the corresponding expense relating to the cost of the awards redeemed. Revenues in excess of the estimated future redemption obligation are recognized when earned to reimburse the Company for costs incurred to operate the program, including administrative costs, marketing, promotion, and performing member services. Accounts Receivable and Credit Risk Accounts receivable consist primarily of franchise and related fees due from hotel franchises and are recorded at the invoiced amount. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in the existing accounts receivable. The Company determines the allowance considering historical write-off experience and a review of aged receivable balances. However, the Company considers its credit risk associated with trade receivables to be partially mitigated due to the dispersion of these receivables across a large number of geographically diverse franchisees. The Company records bad debt expense in SG&A and marketing and reservation system expenses in the accompanying consolidated statements of income based on its assessment of the ultimate realizability of trade receivables considering historical collection experience and the economic environment. When the Company determines that an account is not collectible, the account is written-off to the associated allowance for doubtful accounts. Advertising Costs The Company expenses advertising costs as the advertising occurs. Advertising expense was $102.7 million , $116.9 million and $93.7 million for the years ended December 31, 2016 , 2015 and 2014 , respectively. The Company includes advertising costs primarily in marketing and reservation system expenses on the accompanying consolidated statements of income. Cash and Cash Equivalents The Company considers all highly liquid investments purchased with a maturity of three months or less at the date of purchase to be cash equivalents. The Company maintains cash balances in domestic banks, which, at times, may exceed the limits of amounts insured by the Federal Deposit Insurance Corporation. In addition, the Company also maintains cash balances in international banks which do not provide deposit insurance. Capitalization Policies Property and equipment are recorded at cost and depreciated using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized over the shorter of the lease term or their useful lives. Major renovations and replacements incurred during construction are capitalized. Additionally, the Company capitalizes any interest incurred during construction of property and equipment or the development of software. Upon sale or retirement of property, the cost and related accumulated depreciation are eliminated from the accounts and any related gain or loss is recognized in the accompanying consolidated statements of income. Maintenance, repairs and minor replacements are charged to expense as incurred. Costs for computer software developed for internal use are capitalized during the application development stage and depreciated using the straight-line method over the estimated useful lives of the software. Software licenses pertaining to cloud computing arrangements that are capitalized are amortized using the straight-line method over the shorter of the cloud computing arrangement term or their useful lives. Leased property meeting certain capital lease criteria is capitalized and the present value of the related lease payments is recorded as a liability. The present value of the minimum lease payments are calculated utilizing the lower of the Company’s incremental borrowing rate or the lessor’s interest rate implicit in the lease, if known by the Company. Amortization of capitalized leased assets is computed utilizing the straight-line method over either the shorter of the estimated useful life of the asset or the initial lease term and included in depreciation and amortization in the Company's consolidated statements of income. However, if the lease meets the bargain purchase or transfer of ownership criteria the asset shall be amortized in accordance with the Company’s normal depreciation policy for owned assets. Assets Held for Sale The Company considers property to be assets held for sale when all of the following criteria are met: • Management commits to a plan to sell an asset; • It is unlikely that the disposal plan will be significantly modified or discontinued; • The asset is available for immediate sale in its present condition; • Actions required to complete the sale of the asset have been initiated; • Sale of the asset is probable and the Company expects the completed sale will occur within one year; and • The asset is actively being marketed for sale at a price that is reasonable given its current market value. Upon designation as an asset held for sale, the Company records the carrying value of each asset at the lower of its carrying value or its estimated fair value, less estimated costs to sell, and ceases recording depreciation. If at any time these criteria are no longer met, subject to certain exceptions, the assets previously classified as held for sale are reclassified as held and used and measured individually at the lower of the following: a. the carrying amount before the asset was classified as held for sale, adjusted for any depreciation (amortization) expense that would have been recognized had the asset been continuously classified as held and used; b. the fair value at the date of the subsequent decision not to sell. Valuation of Intangibles and Long-Lived Assets The Company evaluates the potential impairment of property and equipment and other long-lived assets, including franchise rights and other definite-lived intangibles, whenever an event or other circumstances indicates that the Company may not be able to recover the carrying value of the asset. When indicators of impairment are present, recoverability is assessed based on net, undiscounted expected cash flows. If the net, undiscounted expected cash flows are less than the carrying amount of the assets, an impairment charge is recorded for the excess of the carrying value over the fair value of the asset. We estimate the fair value of intangibles and long lived assets primarily using undiscounted cash flow analysis. The Company did not identify any indicators of impairment of long-lived assets during the years ended December 31, 2016, 2015 and 2014 . Significant management judgment is involved in evaluating indicators of impairment and developing any required projections to test for recoverability or estimate the fair value of an asset. Furthermore, if management uses different projections or if different conditions occur in future periods, future-operating results could be materially impacted. The Company evaluates the impairment of goodwill and intangible assets with indefinite lives on an annual basis, or during the year if an event or other circumstance indicates that the Company may not be able to recover the carrying amount of the asset. In evaluating these assets for impairment, the Company may elect to first assess qualitative factors to determine whether it is more likely than not that the fair value of the reporting unit or the indefinite lived intangible asset is less than its carrying amount. If the conclusion is that it is not more likely than not that the fair value of the asset is less than its carrying value, then no further testing is required. If the conclusion is that it is more likely than not that the fair value of the asset is less than its carrying value, then a two-step impairment test is performed for goodwill. For indefinite-lived intangibles, the carrying value is compared to the fair value of the asset and an impairment charge is recognized for any excess. The Company may elect to forego the qualitative assessment and move directly to the two-step impairment test for goodwill and the the fair value determination for indefinite-lived intangibles. The Company determines the fair value of its reporting units and indefinite-lived intangibles using income and market methods. The Company did not record any impairment of goodwill or intangible assets with indefinite lives during the years ended December 31, 2016, 2015 and 2014 . Variable Interest Entities In accordance with the guidance for the consolidation of variable interest entities, the Company analyzes its variable interests, including loans, guarantees, and equity investments, to determine if the entity in which the Company has a variable interest is a variable interest entity. The analysis includes both quantitative and qualitative consideration. For those entities determined to be variable interests entities, a further quantitative and qualitative analysis is performed to determine if the Company will be deemed the primary beneficiary. The primary beneficiary is the party who has the power to direct the activities of a variable interest entity that most significantly impact the entity's economic performance and who has an obligation to absorb losses of the entity or a right to receive benefits from the entity that could potentially be significant to the entity. The Company consolidates those entities in which it is determined to be the primary beneficiary. Investments in Unconsolidated Entities The Company evaluates an investment in a venture for impairment when circumstances indicate that the carrying value may not be recoverable, for example due to loan defaults, significant under performance relative to historical or projected operating performance, and significant negative industry or economic trends. When there is indication that a loss in value has occurred, the Company evaluates the carrying value compared to the estimated fair value of the investment. Fair value is based upon internally developed discounted cash flow models, third-party appraisals, and if appropriate, current estimated net sales proceeds from pending offers. If the estimated fair value is less than carrying value, management uses its judgment to determine if the decline in value is other-than-temporary. In determining this, the Company considers factors including, but not limited to, the length of time and extent of the decline, loss of values as a percentage of the cost, financial condition and near-term financial projections, the Company's intent and ability to recover the lost value and current economic conditions. For declines in value that are deemed other-than-temporary, impairments are charged to earnings. Sales Taxes The Company presents taxes collected from customers and remitted to governmental authorities on a net basis and therefore they are excluded from revenues in the consolidated financial statements. Foreign Operations The United States dollar is the functional currency of the consolidated entities operating in the United States. The functional currency for the consolidated entities operating outside of the United States is generally the currency of the primary economic environment in which the entity primarily generates and expends cash. The Company translates the financial statements of consolidated entities whose functional currency is not the United States dollar into United States dollars. The Company translates assets and liabilities at the exchange rate in effect as of the financial statement date and translates income statement accounts using the weighted average exchange rate for the period. The Company includes translation adjustments from foreign exchange and the effect of exchange rate changes on inter-company transactions of a long-term investment nature as a separate component of shareholders’ deficit. The Company reports foreign currency transaction gains and losses and the effect of inter-company transactions of a short-term or trading nature in SG&A expenses on the consolidated statements of income. Foreign currency transaction losses for the years ended December 31, 2016, 2015 and 2014 were $0.8 million , $0.5 million and $1.1 million , respectively. Derivatives The Company periodically uses derivative instruments as part of its overall strategy to manage exposure to market risks associated with fluctuations in interest rates. All outstanding derivative financial instruments are recognized at their fair values as assets or liabilities. The impact on earnings from recognizing the fair values of these instruments depends on their intended use, their hedge designation and their effectiveness in offsetting changes in the fair values of the exposures they are hedging. The Company does not use derivatives for trading purposes. The effective portion of changes in fair value of derivatives designated as cash flow hedging instruments are recorded as a component of accumulated other comprehensive income (loss) and the ineffective portion is reported currently in earnings. The amounts included in accumulated other comprehensive income are reclassified into earnings in the same period during which the hedged item affects earnings. Amounts reported in earnings are classified consistent with the item being hedged. The Company formally documents all relationships between its hedging instruments and hedged items at inception, including its risk management objective and strategy for establishing various hedge relationships. Cash flows from hedging instruments are classified in the consolidated statements of cash flows consistent with the items being hedged. Hedge accounting is discontinued prospectively when (i) the derivative instrument is no longer effective in offsetting changes in fair value or cash flows of the underlying hedged item, (ii) the derivative instrument expires, is sold, terminated or exercised, or (iii) designating the derivative instrument as a hedge is no longer appropriate. The effectiveness of derivative instruments is assessed at inception and on an ongoing basis. At December 31, 2016 and 2015 , there were no outstanding derivative positions. Guarantees The Company has historically issued certain guarantees to support the growth of its brands. A liability is recognized for the fair value of such guarantees upon inception of the guarantee and upon any subsequent modification, such as renewals, when the Company remains contingently liable. The fair value of a guarantee is the estimated amount at which the liability could be settled in a current transaction between willing unrelated parties. The Company evaluates these guarantees on a quarterly basis to determine if there is a probable loss requiring recognition. Recently Adopted Accounting Guidance In August 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-15, Presentation of Financial Statements — Going Concern (Subtopic 205-40), Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern ("ASU No. 2014-15"). ASU No. 2014-15 provides guidance about management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern and to provide related footnote disclosure requirements. The footnote disclosure requirements are relevant if management has determined substantial doubt is present. This standard is effective for annual reporting periods ending after December 15, 2016, and for annual periods and interim periods thereafter. The Company adopted this ASU for the annual period ending on December 31, 2016 and it did not have an impact on our consolidated financial statements. In January 2015, the FASB issued ASU No. 2015-01, Income Statement - Extraordinary and Unusual Items (Subtopic 225-20) ("ASU No. 2015-01"). ASU No. 2015-01 changes the requirements for reporting extraordinary and unusual items in the income statement by eliminating the concept of extraordinary items. The presentation and disclosure guidance for items that are unusual in nature or occur infrequently is retained and expanded to include items that are both unusual in nature and infrequently occurring. ASU No. 2015-01 is effective for annual reporting periods beginning after December 15, 2015, including interim periods within that reporting period. The Company adopted this ASU on January 1, 2016 and it did not have an impact on our consolidated financial statements. In February 2015, the FASB issued ASU No. 2015-02, Consolidation (Topic 810) ("ASU No. 2015-02"). ASU No. 2015-02 changes the analysis that a reporting entity must perform to determine whether it should consolidate certain types of legal entities. This guidance must be applied using one of two retrospective application methods and is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. The Company adopted this ASU on January 1, 2016 and it did not have an impact on our consolidated financial statements. In April 2015, the FASB issued ASU No. 2015-05, Intangibles-Goodwill - Internal Use Software (Subtopic 350-40) ("ASU No. 2015-05"). ASU No. 2015-05 provides guidance to customers about whether a cloud computing arrangement includes a software license or should be accounted for as a service contract. The standard is effective for annual reporting periods, including interim periods within those annual periods beginning after December 15, 2015. The Company adopted this ASU on January 1, 2016 , and elected to apply the revised standard prospectively to all new or materially altered agreements signed by the Company. The adoption did not have a material impact on our consolidated financial statements as of the date of adoption. In March 2016, the FASB issued ASU No. 2016-09, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting ("ASU No. 2016-09"). ASU No. 2016-09 requires that excess tax benefits and tax deficiencies should be recognized as income tax expense or benefit to the income statement. The Company must also make an accounting policy election of whether to account for forfeitures based on an estimate of the number of awards that are expected to vest or to account for forfeitures when they occur. In addition, excess tax benefits are required to be classified along with other income tax cash flows as an operating activity on the statement of cash flows and cash paid by an employer when directly withholding shares for tax-withholding purposes should be classified as a financing activity. ASU No. 2016-09 is effective for fiscal years, and interim periods for those years, beginning after December 15, 2016. Early adoption is permitted, but if elected, a Company must adopt all of the amendments in the same period. The Company adopted the new guidance in the second quarter of 2016 and, in accordance with the provisions of ASU 2016-09 applied the required adjustments as of January 1, 2016 , the beginning of the annual period that includes the interim period of adoption. The primary impact of adoption was the recognition of excess tax benefits in the Company's provision for income taxes rather than additional paid-in-capital during the year ended December 31, 2016 . Additional amendments to the accounting for income taxes and minimum statutory withholding tax requirements had no impact to retained earnings as of January 1, 2016 , where the cumulative effect of these changes are required to be recorded. The Company has elected to continue to estimate forfeitures based on an estimate of the number of awards that are expected to vest. The Company also elected to apply the presentation requirements for cash flows related to excess tax benefits retrospectively which resulted in an increase to net cash provided by operating activities and an increase in net cash used by financing activities of $5.2 million and $3.7 million for the years ended December 31, 2015 and 2014 , respectively. Adoption of the new standard resulted in the recognition of tax benefits of $3.4 million in our provision for income taxes rather than additional paid-in-capital for the year ended December 31, 2016 . The impact of the adoption to our previously reported first quarter 2016 results was $1.6 million , reflected as follows: Three Months Ended March 31, 2016 (In thousands, except per share amounts) As Reported As Adjusted Consolidated Statements of Income: Income taxes $ 10,780 $ 9,215 Net income $ 19,598 $ 21,163 Basis earnings per share $ 0.35 $ 0.38 Diluted earnings per share $ 0.35 $ 0.37 Consolidated Statements of Cash Flows: Net cash used by operating activities $ (22,945 ) $ (21,380 ) Net cash provided by financing activities $ 64,192 $ 62,627 March 31, 2016 As Reported As Adjusted Consolidated Balance Sheets: Additional paid-in-capital $ 150,127 $ 148,562 Retained earnings $ 522,854 $ 524,419 In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business ("ASU No. 2017-01"). ASU No. 2017-01 clarifies the definition of a business to assist entities with evaluating when a set of transferred assets and activities is a business. The standard specifies when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business, and provides other evaluation criteria to identify if a set is a business. The ASU is effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those years. Early adoption is permitted, including for interim or annual periods in which the financial statements have not been issued or made available for issuance. The Company adopted this ASU for the interim period beginning October 1, 2016 and it did not have an impact on our consolidated financial statements. The ASU will be applied prospectively to any transactions occurring within the period of adoption. |
Other Current Assets
Other Current Assets | 12 Months Ended |
Dec. 31, 2016 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Other Current Assets | Other Current Assets Other current assets consist of the following at: December 31, December 31, (in thousands) Prepaid expenses $ 22,210 $ 14,144 Other current assets 4,675 3,423 Total $ 26,885 $ 17,567 |
Notes Receivable and Allowance
Notes Receivable and Allowance for Losses | 12 Months Ended |
Dec. 31, 2016 | |
Accounts and Notes Receivable, Net [Abstract] | |
Notes Receivable and Allowance for Losses | Notes Receivable and Allowance for Losses The Company segregates its notes receivable for the purposes of evaluating allowances for credit losses between two categories: Mezzanine and Other Notes Receivable and Forgivable Notes Receivable . The Company utilizes the level of security it has in the various notes receivable as its primary credit quality indicator (i.e. senior, subordinated or unsecured) when determining the appropriate allowances for uncollectible loans within these categories. Mezzanine and Other Notes Receivables The Company has provided financing to franchisees in support of the development of properties in strategic markets. Interest income associated with these notes receivable is reflected in the accompanying consolidated statements of income under the caption interest income. The Company expects the owners to repay the loans in accordance with the loan agreements, or earlier as the hotels mature and capital markets permit. The Company estimates the collectibility and records an allowance for loss on its mezzanine and other notes receivable when recording the receivables in the Company’s financial statements. These estimates are updated quarterly based on available information. The Company considers a loan to be impaired when, based on current information and events, it is probable that the Company will be unable to collect all amounts due according to the contractual terms of the loan agreement. All amounts due according to the contractual terms means that both the contractual interest payments and the contractual principal payments of a loan will be collected as scheduled in the loan agreement. The Company measures loan impairment based on the present value of expected future cash flows discounted at the loan’s original effective interest rate or the estimated fair value of the collateral. For impaired loans, the Company establishes a specific impairment reserve for the difference between the recorded investment in the loan and the present value of the expected future cash flows or the estimated fair value of the collateral. The Company applies its loan impairment policy individually to all mezzanine and other notes receivable in the portfolio and does not aggregate loans for the purpose of applying such policy. For impaired loans, the Company recognizes interest income on a cash basis. If it is likely that a loan will not be collected based on financial or other business indicators, it is the Company’s policy to charge off these loans to SG&A expenses in the accompanying consolidated statements of income in the quarter when it is deemed uncollectible. Recoveries of impaired loans are recorded as a reduction of SG&A expenses in the quarter received. The Company assesses the collectibility of its senior notes receivable by comparing the market value of the underlying assets to the carrying value of the outstanding notes. In addition, the Company evaluates the property’s operating performance, the borrower’s compliance with the terms of the loan and franchise agreements, and all related personal guarantees that have been provided by the borrower. In addition, for properties under development, the Company evaluates the progress of development as compared to the project's development schedule and cost budget. For subordinated or unsecured receivables, the Company assesses the property’s operating performance, the subordinated equity available to the Company, the borrower’s compliance with the terms of loan and franchise agreements, and the related personal guarantees that have been provided by the borrower. The Company considers loans to be past due and in default when payments are not made when due. Although the Company considers loans to be in default if payments are not received on the due date, the Company does not suspend the accrual of interest until those payments are more than 30 days past due. The Company applies payments received for loans on non-accrual status first to interest and then principal. The Company does not resume interest accrual until all delinquent payments are received. The Company determined that approximately $1.9 million and $0.8 million of its mezzanine and other notes receivable were impaired at December 31, 2016 and 2015 , respectively. The Company recorded an allowance for credit losses on these impaired loans of $1.6 million and $0.8 million for the years ended December 31, 2016 and 2015 , respectively. For the years ended December 31, 2016 and 2015 , the average mezzanine and other notes receivable on non-accrual status was approximately $1.4 million and $0.8 million , respectively. The Company recognized approximately $43 thousand and $33 thousand of interest income on impaired loans during the years ended December 31, 2016 and 2015 , respectively, on the cash basis. The Company provided loan reserves on non-impaired loans totaling $0.8 million and $1.4 million at December 31, 2016 and 2015 , respectively. Past due balances of mezzanine and other notes receivable by credit quality indicators are as follows: 30-89 days Past Due > 90 days Past Due Total Past Due Current Total Mezzanine and Other Notes Receivables As of December 31, 2016 (in thousands) Senior $ — $ — $ — $ 61,482 $ 61,482 Subordinated — — — 9,336 9,336 Unsecured — — — 3,618 3,618 $ — $ — $ — $ 74,436 $ 74,436 As of December 31, 2015 Senior $ — $ — $ — $ 40,388 $ 40,388 Subordinated — — — 6,197 6,197 Unsecured — — — 3,526 3,526 $ — $ — $ — $ 50,111 $ 50,111 Variable Interest through Notes Issued The Company has issued mezzanine and other notes receivables to certain entities that have created variable interests in these borrowers totaling $33.5 million at December 31, 2016 . The Company has determined that it is not the primary beneficiary of these variable interest entities. Each of these loans have stated fixed and/or variable interest amounts. The Company has identified loans totaling approximately $2.0 million with stated interest rates that are less than market rate, representing a total discount of $0.2 million . These discounts are reflected as a reduction of the outstanding loan amounts and are amortized over the life of the related loan. Forgivable Notes Receivable In conjunction with brand and development programs, the Company may provide financing to franchisees for property improvements and other purposes in the form of forgivable unsecured promissory notes which bear interest at market rates. Under these promissory notes, the franchisee promises to repay the principal balance together with interest upon maturity unless certain conditions are met throughout the term of the promissory note. The principal balance and related interest are forgiven ratably over the term of the promissory note if the franchisee remains in the system in good standing. If during the term of the promissory note, the franchisee exits our franchise system or is not operating their franchise in accordance with our quality or credit standards, the Company may declare a default under the promissory note and commence collection efforts with respect to the full amount of the then-current outstanding principal and interest. In accordance with the terms of the promissory notes, the initial principal balance and related interest are ratably reduced over the term of the loan on each anniversary date until the outstanding amounts are reduced to zero as long as the franchisee remains within the franchise system and operates in accordance with our quality and brand standards. As a result, the amounts recorded as an asset on the Company's consolidated balance sheet are also ratably reduced since the amounts forgiven no longer represent probable future economic benefits to the Company. The Company records the reduction of its recorded assets through amortization and marketing and reservation system expense on its consolidated statements of income. Since these forgivable promissory notes receivable are predominately forgiven ratably over the term of the promissory note rather than repaid, the Company classifies the issuance and collection of these notes receivable as operating activities in its consolidated statement of cash flows. The Company fully reserves all defaulted notes in addition to recording a reserve on the estimated uncollectible portion of the remaining notes. For those notes not in default, the Company calculates an allowance for losses and determines the ultimate collectability on these forgivable notes based on the historical default rates for those unsecured notes that are not forgiven but are required to be repaid. The Company records bad debt expense in SG&A and marketing and reservation system expenses in the accompanying consolidated statements of income in the quarter when the note is deemed uncollectible. As of December 31, 2016 and 2015 , the unamortized balance of these notes totaled $51.5 million and $44.3 million , respectively. The Company recorded an allowance for credit losses on these forgivable unsecured notes receivable of $5.0 million and $4.6 million at December 31, 2016 and 2015 , respectively. At each of the years ended December 31, 2016 and 2015 , the Company had $1.0 million and $1.2 million forgivable unsecured notes that were past due, respectively. Amortization expense included in the accompanying consolidated statements of income related to the notes was $9.0 million , $8.2 million and $5.0 million for the years ended December 31, 2016, 2015 and 2014 , respectively. A summary of the Company's notes receivable and related allowances are as follows: December 31, 2016 December 31, 2015 (in thousands) Credit Quality Indicator Forgivable Notes Receivable Mezzanine & Other Notes Receivable Total Forgivable Notes Receivable Mezzanine & Other Notes Receivable Total Senior $ — $ 61,482 $ 61,482 $ — $ 40,388 $ 40,388 Subordinated — 9,336 9,336 — 6,197 6,197 Unsecured 51,475 3,618 55,093 44,333 3,526 47,859 Total notes receivable 51,475 74,436 125,911 44,333 50,111 94,444 Allowance for losses on non-impaired loans 5,013 1,647 6,660 4,615 1,364 5,979 Allowance for losses on receivables specifically evaluated for impairment — 770 770 — 786 786 Total loan reserves 5,013 2,417 7,430 4,615 2,150 6,765 Net carrying value $ 46,462 $ 72,019 $ 118,481 $ 39,718 $ 47,961 $ 87,679 Current portion, net $ 333 $ 7,540 $ 7,873 $ 143 $ 4,964 $ 5,107 Long-term portion, net 46,129 64,479 110,608 39,575 42,997 82,572 Total $ 46,462 $ 72,019 $ 118,481 $ 39,718 $ 47,961 $ 87,679 The Company classifies notes receivable due within one year as other current assets. The following table summarizes the activity related to the Company’s Forgivable Notes Receivable and Mezzanine & Other Notes Receivable allowance for losses for the years ended December 31, 2016 and 2015 : Year ended December 31, 2016 Year ended December 31, 2015 Forgivable Notes Receivable Mezzanine & Other Notes Receivable Forgivable Notes Receivable Mezzanine & Other Notes Receivable (in thousands) Beginning balance $ 4,615 $ 2,150 $ 3,661 $ 2,326 Provisions 1,458 861 1,742 — Recoveries (96 ) (164 ) (739 ) (176 ) Write-offs (666 ) (430 ) (752 ) — Other (1) (298 ) — 703 — Ending balance $ 5,013 $ 2,417 $ 4,615 $ 2,150 (1) Consists of default rate assumption changes and changes in foreign exchange rates |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment The components of property and equipment are: December 31, 2016 2015 (in thousands) Land and land improvements $ 3,107 $ 3,107 Facilities in progress and software under development 19,825 21,089 Computer equipment and software 132,610 117,762 Buildings and leasehold improvements 37,232 37,205 Furniture, fixtures and equipment 16,919 17,158 Assets under capital lease 4,827 4,827 214,520 201,148 Less: Accumulated depreciation and amortization (130,459 ) (112,990 ) Property and equipment, at cost, net $ 84,061 $ 88,158 As facilities in progress and software development are completed and placed in service, they are transferred to appropriate property and equipment categories and depreciation begins. Interest capitalized as a cost of property and equipment totaled $0.3 million for the years ended December 31, 2016 and 2015 . Unamortized capitalized software development costs at December 31, 2016 and 2015 totaled $37.8 million and $34.7 million , respectively. Amortization of software development costs for the years ended December 31, 2016, 2015 and 2014 totaled $11.8 million , $9.6 million and $6.3 million , respectively. Depreciation has been computed for financial reporting purposes using the straight-line method. A summary of the ranges of estimated useful lives upon which depreciation rates are based follows: Computer equipment and software 2-7 years Buildings and leasehold improvements 10-40 years Furniture, fixtures and equipment 3-8 years Assets under capital leases 3-8 years Depreciation expense, excluding amounts attributable to marketing and reservation activities, for the years ended December 31, 2016, 2015 and 2014 was $5.6 million , $4.3 million and $3.1 million , respectively. Accumulated amortization of capital leases, included in accumulated depreciation and amortization above, at December 31, 2016 and 2015 totaled $3.8 million and $2.9 million , respectively. |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Goodwill The following table details the carrying amount of our goodwill at December 31, 2016 and 2015 : December 31, 2016 2015 (in thousands) Goodwill $ 79,097 $ 79,519 Accumulated impairment losses (192 ) (192 ) Net carrying amount $ 78,905 $ 79,327 The following is a summary of changes in the carrying amount of goodwill for the years ended December 31, 2016 and 2015 : December 31, 2015 Acquisitions Foreign Exchange Impairment December 31, 2016 Franchising $ 65,813 $ — $ — $ — $ 65,813 Other 13,514 — (422 ) — 13,092 $ 79,327 $ — $ (422 ) $ — $ 78,905 December 31, 2014 Acquisitions (1) Foreign Exchange Impairment December 31, 2015 Franchising $ 65,813 $ — $ — $ — $ 65,813 Other — 13,682 (168 ) — 13,514 $ 65,813 $ 13,682 $ (168 ) $ — $ 79,327 (1) See Footnote 27 "Acquisition" |
Intangible assets
Intangible assets | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible assets | Intangible assets The components of franchising rights and other intangible assets at December 31, 2016 and 2015 are as follows: As of December 31, 2016 As of December 31, 2015 Gross Carrying Amount Accumulated Amortization Net Carrying Value Gross Carrying Amount Accumulated Amortization Net Carrying Value Unamortized Intangible Assets Trademarks (1) $ 1,014 $ — $ 1,014 $ 1,014 $ — $ 1,014 Amortized Intangible Assets Capitalized SaaS Licenses (2) 5,007 313 4,694 — — — Franchise Rights (3) 81,062 80,829 233 81,169 80,685 484 Trademarks (4) 12,672 9,261 3,411 12,004 8,628 3,376 Contract Acquisition Costs (5) 4,943 670 4,273 5,102 203 4,899 Acquired Lease Rights (6) 2,237 124 2,113 2,237 62 2,175 105,921 91,197 14,724 100,512 89,578 10,934 Total $ 106,935 $ 91,197 $ 15,738 $ 101,526 $ 89,578 $ 11,948 (1) Acquisition of the Suburban brand. The tradename is expected to generate future cash flows for an indefinite period of time. (2) Software licenses capitalized under a SaaS agreement are amortized over a period of 3 to 5 years. (3) Represents the purchase price assigned to long-term franchise contracts. The unamortized balance relates primarily to the acquisition of the Econo Lodge, Suburban and Choice Hotels Australia franchise rights. The franchise rights are being amortized over lives ranging from 5 to 25 years on a straight-line basis. (4) Generally amortized on a straight-line basis over a period of 8 to 40 years. (5) Customer contracts acquired in a business combination. Amortized on a straight-line basis over a period of 5 to 12 years. (6) Acquired lease rights recognized in conjunction with the acquisition of an office building. The costs are being amortized over the 36 year term of the lease in place. Amortization expense for the years ended December 31, 2016, 2015 and 2014 amounted to $1.8 million , $3.0 million and $3.9 million , respectively. The estimated annual amortization expense related to the Company’s amortizable intangible assets for each of the years ending December 31, 2017 through 2021 is as follows: Year (In millions) 2017 $ 2.6 2018 $ 2.6 2019 $ 2.2 2020 $ 1.3 2021 $ 1.1 |
Marketing and Reservation Syste
Marketing and Reservation System Activities | 12 Months Ended |
Dec. 31, 2016 | |
Advances, Marketing and Reservation Activities [Abstract] | |
Marketing and Reservation System Activities | Marketing and Reservation System Activities The Company’s franchise agreements require the payment of franchise fees, which include marketing and reservation system fees. The Company is obligated to use the marketing and reservation system revenues it collects from the current franchisees comprising its various hotel brands to provide marketing and reservation services appropriate to support the operation of the overall system. In discharging its obligation to provide sufficient and appropriate marketing and reservation services, the Company has the right to expend funds in an amount reasonably necessary to ensure the provision of such services, whether or not such amount is currently available to the Company for reimbursement. The franchise agreements provide the Company the right to advance monies to the franchise system when the needs of the system surpass the balances currently available. As a result, expenditures by the Company in support of marketing and reservation services in excess of available revenues are deferred and recorded as an asset in the Company’s financial statements. Conversely, cumulative marketing and reservation system revenues not expended are deferred and recorded as a liability in the financial statements and are carried over to the next fiscal year and expended in accordance with the franchise agreements or utilized to reimburse the Company for prior year advances. Under the terms of these agreements, the Company has the contractually enforceable right to assess and collect from its current franchisees, fees sufficient to pay for the marketing and reservation services the Company has procured for the benefit of the franchise system, including fees to reimburse the Company for past services rendered. The Company has the contractual authority to require that the franchisees in the system at any given point repay any deficits related to marketing and reservation activities. The Company’s current franchisees are contractually obligated to pay any assessment the Company imposes on its franchisees to obtain reimbursement of such deficit regardless of whether those constituents continue to generate gross room revenue and whether or not they joined the system following the deficit's occurrence. At December 31, 2016 , cumulative marketing and reservation system costs exceeded cumulative marketing and reservation system revenues earned by $18.1 million with the excess reflected as an other long-term asset in the accompanying consolidated balance sheet. At December 31, 2015 , the Company billed cumulative marketing and reservation system fees in excess of expenses incurred totaling $30.7 million with the excess reflected as an other long-term liability in the accompanying consolidated balance sheet. Depreciation and amortization expense attributable to marketing and reservation activities for the years ended December 31, 2016, 2015 and 2014 was $25.0 million , $23.0 million and $17.1 million , respectively. Interest expense attributable to marketing and reservation system activities was $6 thousand , $27 thousand and $1.9 million for the years ended December 31, 2016, 2015 and 2014 , respectively. |
Investments in Unconsolidated E
Investments in Unconsolidated Entities | 12 Months Ended |
Dec. 31, 2016 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investments in Unconsolidated Entities | Investments in Unconsolidated Entities The Company maintains a portfolio of investments owned through noncontrolling interests in equity method investments with one or more partners. Investments in unconsolidated entities include investments in joint ventures totaling $91.9 million and $64.3 million at December 31, 2016 and 2015 , respectively, that the Company has determined to be variable interest entities ("VIEs"). These investments relate to the Company's program to offer equity support to qualified franchisees to develop and operate Cambria hotels and suites in strategic markets. Based on an analysis of who has the power to direct the activities that most significantly impact these entities performance and who has an obligation to absorb losses of these entities or a right to receive benefits from these entities that could potentially be significant to the entity, the Company has determined that it is not the primary beneficiary of any of its VIEs. The Company based its qualitative analysis on its review of the design of the entity, its organizational structure including decision-making ability and the relevant development, operating management and financial agreements. Although the Company is not the primary beneficiary of these VIEs, it does exercise significant influence through its equity ownership and as a result the Company's investment in these entities is accounted for under the equity method. For the years ended December 31, 2016 and 2015 , the Company recognized losses totaling $1.3 million and $2.0 million from the investment in these entities, respectively. The Company's maximum exposure to losses related to its investments in VIEs is limited to its equity investments as well as certain guarantees as described in Note 26 "Commitments and Contingencies" of these financial statements. Equity method investment ownership interests at December 31, 2016 and 2015 are as follows: Ownership Interest Equity Method Investment December 31, 2016 December 31, 2015 Main Street WP Hotel Associates, LLC 50 % 50 % FBC-CHI Hotels, LLC 40 % 40 % CS Hotel 30W46th, LLC 25 % 25 % CS Brickell, LLC 50 % 50 % CS Maple Grove, LLC 50 % 50 % CS Hotel West Orange, LLC 50 % 50 % Hotel JV Services, LLC* 16 % 16 % City Market Hotel Development, LLC 43 % 43 % CS at Phoenix, LLC — % 50 % CS Woodlands, LLC 50 % 50 % 926 James M. Wood Boulevard, LLC 75 % — % CS Dallas Elm, LLC 45 % — % Choice Hotels Canada, Inc.* 50 % 50 % *Non-variable interest entity investments The following tables present summarized financial information for all unconsolidated ventures in which the Company holds an investment that is accounted for under the equity method. Year Ended December 31, 2016 2015 2014 (in thousands) Revenues $ 72,393 $ 44,015 $ 30,608 Operating income (loss) 9,878 1,196 (2,533 ) Income from continuing operations 4,603 (2,382 ) (3,616 ) Net income (loss) 4,598 (2,382 ) (4,670 ) As of December 31, 2016 2015 (in thousands) Current assets $ 47,294 $ 44,951 Non-current assets 346,550 257,022 Total assets $ 393,844 $ 301,973 Current liabilities $ 22,274 $ 22,217 Non-current liabilities 143,769 104,344 Total liabilities $ 166,043 $ 126,561 Transactions with Unconsolidated Joint Ventures In December 2012 , the Company entered into a $19.5 million promissory note with a development company which is a member in one of the Company's unconsolidated joint ventures which is engaged in the construction of a Cambria hotel and suites of which the Company is also a member. The proceeds from the promissory note were utilized to partially finance the construction of the Cambria hotel and suites by the joint venture. The promissory note matures in two tranches with $9.5 million of the promissory note maturing during the year ended December 31, 2013 and the remaining $10.0 million maturing on the fifth anniversary date of the promissory note. The promissory note bears interest at a fixed rate which increased from 6% to 8% after the completion of the hotel construction in November 2015 . Interest was payable quarterly during the hotel construction and monthly , thereafter. During the year ended December 31, 2013 , the Company was repaid the first tranche of the promissory note or $9.5 million . During the year ended December 31, 2016 , the Company was repaid the second tranche of the promissory note or $10.0 million . In July 2014 , the Company sold a parcel of land to a development company which is a member in one of the Company's unconsolidated joint ventures for $6.5 million in exchange for cash and an equity investment in the development joint venture. No gain or loss was recognized on the sale. The development company is an unconsolidated limited liability company whose sole business and purpose is to develop and operate Cambria hotel & suites hotels. In May 2015 , the Company entered into a $4.0 million promissory note with an individual who is a member of one of the Company’s unconsolidated joint ventures. The proceeds of the promissory note are being utilized to develop and operate a Cambria hotel & suites. The promissory note matures on April 30, 2018 and bears interest at variable rates, and is payable monthly. At December 31, 2016 , the outstanding balance of the promissory note totaled $3.0 million . In August 2015 , the Company entered into a $24.4 million promissory note with a development company which is a member of one of the Company’s unconsolidated joint ventures. In October 2016 , the Company increased the loan and funded an additional $1.0 million . The Company has advanced a total of $25.4 million as of December 31, 2016 . The promissory note matures on September 3, 2023 , bears interest at variable rates, and is payable monthly. In March 2016 , the Company entered into a $4.0 million promissory note with an individual who is a member of one of the Company's unconsolidated joint ventures. The Company advanced $4.0 million for the member to purchase the Company's interest in the unconsolidated joint venture for $2.4 million and fund the development of the property into a Cambria hotel & suites hotel. A deferred gain of $0.2 million will be recognized when the promissory note matures on March 1, 2019 . The promissory note bears interest at a fixed rate and is payable monthly. The Company signed a management fee arrangement for marketing services with a joint venture partner. For the year ended December 31, 2016 , fees earned and payroll costs reimbursed under this arrangement totaled $0.8 million . The Company has entered into franchise agreements with certain of the unconsolidated joint ventures listed within Note 8. Pursuant to these franchise agreements, the Company has recorded royalty and marketing and reservation system fees of approximately $17.3 million , $15.5 million and $15.4 million for the years ended December 31, 2016, 2015 and 2014 , respectively. The Company has recorded $1.1 million and $1.1 million as a receivable due from these joint ventures as of December 31, 2016 and 2015 , respectively. In addition, the Company has paid commissions of $0.2 million , $0.4 million , and $0.5 million for the years ended December 31, 2016, 2015 and 2014 , respectively, to an online travel agent for which the Company is a joint venture member. |
Other Assets
Other Assets | 12 Months Ended |
Dec. 31, 2016 | |
Other Assets [Abstract] | |
Other Noncurrent Assets | Other Assets Other assets consist of the following at: December 31, 2016 2015 (in thousands) Land and buildings $ 29,023 $ 10,206 Advances to marketing and reservation system activities (see Note 7) 18,069 — Other assets 6,565 6,701 Total $ 53,657 $ 16,907 Land and buildings Land and buildings represents the Company's purchase of real estate as part of its program to incent franchise development in strategic markets for certain brands. The Company has acquired this real estate with the intent to develop the properties for the eventual construction of a hotel operated under the Company's brands or contribute the land into joint ventures for the same purpose. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2016 | |
Accrued Liabilities [Abstract] | |
Accrued Expenses and Other Current Liabilities | Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consist of the following: December 31, 2016 2015 (in thousands) Accrued compensation and benefits $ 38,657 $ 34,107 Accrued interest 16,593 16,553 Dividends payable 12,112 11,548 Deferred rent and unamortized lease incentives 2,471 2,250 Termination benefits 4,041 600 Other liabilities and contingencies 6,514 5,590 Total $ 80,388 $ 70,648 |
Deferred Revenue
Deferred Revenue | 12 Months Ended |
Dec. 31, 2016 | |
Deferred Revenue and Credits [Abstract] | |
Deferred Revenue | Deferred Revenue Deferred revenue consists of the following: December 31, 2016 2015 (in thousands) Loyalty programs $ 115,851 $ 62,258 Initial, relicensing and franchise fees 9,352 6,530 Procurement services fees 7,668 2,353 Other 347 446 Total $ 133,218 $ 71,587 |
Other Non-Current Liabilities
Other Non-Current Liabilities | 12 Months Ended |
Dec. 31, 2016 | |
Other Liabilities, Noncurrent [Abstract] | |
Other Non-Current Liabilities | Other Non-Current Liabilities Other non-current liabilities consist of the following at: December 31, 2016 2015 (in thousands) Marketing and reservation system liability (see Note 7) $ — $ 30,662 Deferred rent and unamortized lease incentives 11,620 13,485 Deferred revenue 15,196 13,085 Uncertain tax positions 3,359 3,620 Other liabilities 8,678 7,731 Total $ 38,853 $ 68,583 Uncertain tax positions have been recorded for potential exposures involving tax positions that could be challenged by taxing authorities. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Debt | Debt Debt consists of the following at: December 31, 2016 2015 (in thousands) $400 million senior unsecured notes with an effective interest rate of 6.0% less deferred issuance costs of $4.7 million and $5.4 million at December 31, 2016 and 2015, respectively $ 395,316 $ 394,618 $250 million senior unsecured notes with an effective interest rate of 6.19%, less a discount and deferred issuance costs of $1.1 million and $1.4 million at December 31, 2016 and 2015, respectively 248,875 248,568 $450 million senior unsecured credit facility with an effective interest rate of 2.23% and 2.17%, less deferred issuance costs of $2.6 million and $3.0 million at December 31, 2016 and 2015, respectively 182,359 156,025 Fixed rate collateralized mortgage with an effective interest rate of 4.57%, plus a fair value adjustment of $0.7 million and $0.9 million at December 31, 2016 and 2015, respectively 9,432 10,048 Economic development loans with an effective rate interest rate of 3.0% at December 31, 2016 and 2015 3,712 3,712 Capital lease obligations due 2016 with an effective interest rate of 3.18% at December 31, 2016 and 2015 — 430 Other notes payable 910 735 Total debt 840,604 814,136 Less current portion 1,195 1,191 Total long-term debt $ 839,409 $ 812,945 Scheduled principal maturities of debt, net of unamortized discounts, premiums and deferred issuance costs, as of December 31, 2016 were as follows: Year Ending Senior Notes Revolving Credit Other Notes Total (in thousands) 2017 $ — $ — $ 1,195 $ 1,195 2018 — — 588 588 2019 — — 497 497 2020 248,875 — 8,062 256,937 2021 — 182,359 — 182,359 Thereafter 395,316 — 3,712 399,028 Total payments 644,191 182,359 14,054 840,604 Senior Unsecured Notes Due 2022 On June 27, 2012 , the Company issued unsecured senior notes in the principal amount of $400 million (the "2012 Senior Notes") at par, bearing a coupon of 5.75% with an effective rate of 6.0% . The 2012 Senior Notes will mature on July 1, 2022 , with interest to be paid semi-annually on January 1 st and July 1 st . The Company used the net proceeds of this offering, after deducting underwriting discounts, commissions and other offering expenses, together with borrowings under the Company's senior credit facility, to pay a special cash dividend totaling approximately $600.7 million paid to stockholders on August 23, 2012 . The Company's 2012 Senior Notes are guaranteed jointly, severally, fully and unconditionally, subject to certain customary limitations, by certain of the Company's domestic subsidiaries. Debt issuance costs incurred in connection with the 2012 Senior Notes are amortized, utilizing the effective interest method through maturity. Amortization of these costs is included in interest expense in the consolidated statements of income. The Company may redeem the 2012 Senior Notes at its option at a redemption price equal to the greater of (a) 100% of the principal amount of the notes to be redeemed, or (b) the sum of the present values of the remaining scheduled principal and interest payments from the redemption date to the date of maturity, discounted to the redemption date on a semi-annual basis at the Treasury Rate plus 50 basis points. Senior Unsecured Notes Due 2020 On August 25, 2010 , the Company issued unsecured senior notes in the principal amount of $250 million (the "2010 Senior Notes") at a discount of $0.6 million , bearing a coupon of 5.7% with an effective rate of 6.19% . The 2010 Senior Notes will mature on August 28, 2020 , with interest to be paid semi-annually on February 28 th and August 28 th . The Company used the net proceeds from the offering, after deducting underwriting discounts and other offering expenses, to repay outstanding borrowings and for other general corporate purposes. The Company’s 2010 Senior Notes are guaranteed jointly, severally, fully and unconditionally, subject to certain customary limitations, by certain of the Company's domestic subsidiaries. Bond discounts and debt issuance costs incurred in connection with the 2010 Senior Notes are amortized on a straight-line basis, which is not materially different than the effective interest method, through maturity. Amortization of these costs is included in interest expense in the consolidated statements of income. The Company may redeem the 2010 Senior Notes at its option at a redemption price equal to the greater of (a) 100% of the principal amount of the notes to be redeemed, or (b) the sum of the present values of the remaining scheduled principal and interest payments from the redemption date to the date of maturity, discounted to the redemption date on a semi-annual basis at the Treasury Rate plus 45 basis points. Revolving Credit Facility On July 21, 2015 , the Company entered into a senior unsecured revolving credit agreement ("Credit Agreement"), with Deutsche Bank AG New York Branch as administrative agent. The Credit Agreement provides for a $450 million unsecured revolving credit facility (the "Revolver") with an initial maturity date of July 21, 2020 , subject to optional one -year extensions that can be requested by the Company prior to each of the first, second and third anniversaries of the closing date of the Revolver. The effectiveness of any such extensions is subject to the consent of the lenders under the Credit Agreement and certain customary conditions. On July 5, 2016, the Company exercised its option to extend the maturity date of the Revolver by one year. The new maturity date of the Revolver is July 21, 2021. Up to $35 million of borrowings under the Revolver may be used for alternative currency loans and up to $15 million of borrowings under the Revolver may be used for swing line loans. The Revolver is unconditionally guaranteed, jointly and severally, by certain of the Company's domestic subsidiaries, which are considered restricted subsidiaries under the Credit Agreement. The subsidiary guarantors currently include all subsidiaries that guarantee the obligations under the Company's Indenture governing the terms of its 5.75% senior notes due 2022 and its 5.70% senior notes due 2020. If the Company achieves and maintains an Investment Grade Rating, as defined in the Credit Agreement, the subsidiary guarantees will, at the election of the Company, be released and the Revolver will not be guaranteed. The Company may at any time prior to the final maturity date increase the amount of the Revolver by up to an additional $150 million to the extent that any one or more lenders commit to being a lender for the additional amount and certain other customary conditions are met. The Company currently may elect to have borrowings under the Revolver bear interest at a rate equal to (i) LIBOR plus a margin ranging from 135 to 175 basis points based on the Company’s total leverage ratio, or (ii) a base rate plus a margin ranging from 35 to 75 basis points based on the Company’s total leverage ratio. If the Company achieves an Investment Grade Rating, the Company may elect to use a different ratings-based pricing grid set forth in the Credit Agreement. The Credit Agreement requires the Company to pay a fee on the undrawn portion of the Revolver, calculated on the basis of the average daily unused amount of the Revolver multiplied by 0.20% per annum. If the Company achieves an Investment Grade Rating and it elects to use the ratings-based pricing grid set forth in the Credit Agreement, then the Company will be required to pay a fee on the total commitments under the Revolver, calculated on the basis of the actual daily amount of the commitments under the Revolver (regardless of usage) times a percentage per annum ranging from 0.10% to 0.25% (depending on the Company’s senior unsecured long-term debt rating). The Credit Agreement requires that the Company and its restricted subsidiaries comply with various covenants, including, with respect to restrictions on liens, incurring indebtedness, making investments and effecting mergers and/or asset sales. With respect to dividends, the Company may not declare or make any payment if there is an existing event of default or if the payment would create an event of default. In addition, if the Company’s total leverage ratio exceeds 4.0 to 1.0, the Company is generally restricted from paying aggregate dividends in excess of $50 million in any calendar year. The Credit Agreement imposes financial maintenance covenants requiring the Company to maintain a total leverage ratio of not more than 4.5 to 1.0 and a consolidated fixed charge coverage ratio of at least 2.5 to 1.0. If the Company achieves and maintains an Investment Grade Rating, the Company will not need to comply with the consolidated fixed charge coverage ratio covenant. The Credit Agreement includes customary events of default, the occurrence of which, following any applicable cure period, would permit the lenders to, among other things, declare the principal, accrued interest and other obligations of the Company under the Credit Agreement to be immediately due and payable. At December 31, 2016 , the Company was in compliance with all financial covenants under the Credit Agreement. The proceeds of the Revolver are expected to be used for general corporate purposes, including working capital, debt repayment, stock repurchases, dividends, investments and other permitted uses set forth in the Credit Agreement. Debt issuance costs incurred in connection with the Revolver are amortized on a straight-line basis, which is not materially different than the effective interest method, through the maturity. Amortization of these costs is included in interest expense in the consolidated statements of income. Fixed Rate Collateralized Mortgage On December 30, 2014 , a court awarded the Company title to an office building as settlement for a portion of an outstanding loan receivable for which the building was pledged as collateral. In conjunction with the court award, the Company also assumed the $9.5 million mortgage on the property with a fixed interest rate of 7.26% . The mortgage, which is collateralized by the office building, requires monthly payments of principal and interest and matures in December 2020 with a a balloon payment due of $6.9 million . At the time of acquisition, the Company determined that the fixed interest rate of 7.26% exceeded market interest rates and therefore the Company increased the carrying value of the debt by $1.2 million to record the debt at fair value. The fair value adjustment is being amortized over the remaining term of the mortgage utilizing the effective interest method. Economic Development Loans The Company entered into economic development agreements with various governmental entities in conjunction with the relocation of its corporate headquarters in April 2013. In accordance with these agreements, the governmental entities agreed to advance approximately $4.4 million to the Company to offset a portion of the corporate headquarters relocation and tenant improvement costs in consideration of the employment of permanent, full-time employees within the jurisdictions. At December 31, 2016 , the Company had been advanced approximately $3.7 million pursuant to these agreements and expects to receive the remaining $0.7 million over the next several years, subject to annual appropriations by the governmental entities. These advances bear interest at a rate of 3% per annum. Repayment of the advances is contingent upon the Company achieving certain performance conditions. Performance conditions are measured annually on December 31 st and primarily relate to maintaining certain levels of employment within the various jurisdictions. If the Company fails to meet an annual performance condition, the Company may be required to repay a portion or all of the advances including accrued interest by April 30 th following the measurement date. Any outstanding advances at the expiration of the Company's ten year corporate headquarters lease in 2023 will be forgiven in full. The advances will be included in long-term debt in Company's consolidated balance sheets until the Company determines that the future performance conditions will be met over the entire term of the agreement and the Company will not be required to repay the advances. The Company accrues interest on the portion of the advances that it expects to repay. The Company was in compliance with all current performance conditions as of December 31, 2016 . |
Non-Qualified Retirement, Savin
Non-Qualified Retirement, Savings and Investment Plans | 12 Months Ended |
Dec. 31, 2016 | |
Compensation and Retirement Disclosure [Abstract] | |
Non-Qualified Retirement, Savings and Investment Plans | Non-Qualified Retirement, Savings and Investment Plans The Company sponsors two non-qualified retirement savings and investment plans for certain employees and senior executives. Employee and Company contributions are maintained in separate irrevocable trusts. Legally, the assets of the trusts remain those of the Company; however, access to the trusts’ assets is severely restricted. The trusts cannot be revoked by the Company or an acquirer, but the assets are subject to the claims of the Company’s general creditors. The participants do not have the right to assign or transfer contractual rights in the trusts. In 2002 , the Company adopted the Choice Hotels International, Inc. Executive Deferred Compensation Plan ("EDCP") which became effective January 1, 2003 . Under the EDCP, certain executive officers may defer a portion of their salary into an irrevocable trust and invest these amounts in a selection of available diversified investment options. In 1997 , the Company adopted the Choice Hotels International, Inc. Non-Qualified Retirement Savings and Investment Plan ("Non-Qualified Plan"). The Non-Qualified Plan allows certain employees who do not participate in the EDCP to defer a portion of their salary and invest these amounts in a selection of available diversified investment options. Under the EDCP and Non-Qualified Plan, (together, the "Deferred Compensation Plan"), the Company recorded current and long-term deferred compensation liabilities of $24.7 million and $23.0 million at December 31, 2016 and 2015 , respectively, related to these deferrals and credited investment return under these two deferred compensation plans. Compensation expense is recorded in SG&A expense on the Company’s consolidated statements of income based on the change in the deferred compensation obligation related to earnings credited to participants as well as changes in the fair value of diversified investments. The net increase (decrease) in compensation expense recorded in SG&A for the years ended December 31, 2016, 2015 and 2014 were $2.1 million , $(0.2) million and $0.1 million , respectively. Under the Deferred Compensation Plan, the Company has invested the employee salary deferrals in diversified long-term investments which are intended to provide investment returns that offset the earnings credited to the participants. The diversified investments held in the trusts totaled $19.1 million and $17.8 million as of December 31, 2016 and 2015 , respectively, and are recorded at their fair value, based on quoted market prices. At December 31, 2016 , the Company expects $2.2 million of the assets held in the trust to be distributed during the year ended December 31, 2017 to participants. These investments are considered trading securities and therefore the changes in the fair value of the diversified assets is included in other gains and losses in the accompanying consolidated statements of income. The Company recorded investment gains (losses) during the years ended December 31, 2016, 2015 and 2014 of $1.5 million , $(0.5) million and $(0.4) million , respectively. During 2015, all shares of the Company's common stock held in the Deferred Compensation Plan were sold and therefore, the Deferred Compensation Plan held no shares of the Company's common stock at December 31, 2016 and 2015 . |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The Company estimates the fair value of its financial instruments utilizing a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The following summarizes the three levels of inputs, as well as the assets that the Company values using those levels of inputs. Level 1 : Quoted prices in active markets for identical assets and liabilities. The Company’s Level 1 assets consist of marketable securities (primarily mutual funds) held in the Deferred Compensation Plan. Level 2 : Observable inputs, other than quoted prices in active markets for identical assets and liabilities, such as quoted prices for similar assets and liabilities; quoted prices in markets that are not active; or other inputs that are observable. The Company’s Level 2 assets consist of money market funds held in the Deferred Compensation Plan and those recorded in cash and cash equivalents. Level 3 : Unobservable inputs, supported by little or no market data available, where the reporting entity is required to develop its own assumptions to determine the fair value of the instrument. The Company does not currently have any assets whose fair value was determined using Level 3 inputs. The Company's policy is to recognize transfers in and transfers out of the three levels of the fair value hierarchy as of the end of each quarterly reporting period. There were no transfers between Level 1, 2 and 3 assets during the years ended December 31, 2016 and 2015 . As of December 31, 2016 and 2015 , the Company had the following assets measured at fair value on a recurring basis: Fair Value Measurements at Reporting Date Using Total Level 1 Level 2 Level 3 Assets (in thousands) December 31, 2016 Money market funds, included in cash and cash equivalents $ 50,085 $ — $ 50,085 $ — Mutual funds (1) 17,468 17,468 — — Money market funds (1) 1,676 — 1,676 — $ 69,229 $ 17,468 $ 51,761 $ — December 31, 2015 Money market funds, included in cash and cash equivalents $ 50,001 $ — $ 50,001 $ — Mutual funds (1) 16,542 16,542 — — Money market funds (1) 1,307 — 1,307 — $ 67,850 $ 16,542 $ 51,308 $ — ____________________________ (1) Included in Investments, employee benefit plans, at fair value on consolidated balance sheets. Other Financial Instruments The Company believes that the fair values of its current assets and current liabilities approximate their reported carrying amounts due to the short-term nature of these items. In addition, the interest rates of the Company’s Credit Facility adjust frequently based on current market rates; accordingly its carrying amount approximates fair value. The Company estimates the fair value of notes receivable which approximate their carrying value, utilizing an analysis of future cash flows and credit worthiness for similar types of arrangements. Based upon the availability of market data, the notes receivable have been classified as Level 3 inputs. The primary sensitivity in these calculations is based on the selection of appropriate interest and discount rates. For further information on the notes receivable see Note 3. The fair value of the Company's $250 million and $400 million senior notes are classified as Level 2 as the significant inputs are observable in an active market. At December 31, 2016 and 2015 , the $250 million senior notes had an approximate fair value of $273.0 million and $267.7 million , respectively. At December 31, 2016 and 2015 , the $400 million senior notes had an approximate fair value of $430.4 million and $432.0 million , respectively. Fair values estimated are made at a specific point in time, are subjective in nature and involve uncertainties and matters of significant judgment. Settlement of such fair value amounts may be possible and may not be a prudent management decision. |
401(k) Retirement Plan
401(k) Retirement Plan | 12 Months Ended |
Dec. 31, 2016 | |
Compensation and Retirement Disclosure [Abstract] | |
401(k) Retirement Plan | 401(k) Retirement Plan The Company sponsors a 401(k) retirement plan for all eligible employees. For the years ended December 31, 2016, 2015 and 2014 , the Company recorded compensation expense of $5.3 million , $4.9 million and $3.5 million , respectively, representing matching contributions for plan participants. In accordance with the safe harbor matching provisions of the plan, the Company matches plan participant contributions in cash as bi-weekly deductions are made. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Total income from continuing operations before income taxes, classified by source of income, was as follows: Year Ended December 31, 2016 2015 2014 (in thousands) U.S. $ 168,692 $ 151,209 $ 138,616 Outside the U.S. 31,288 32,776 35,142 Income from continuing operations before income taxes $ 199,980 $ 183,985 $ 173,758 The provision for income taxes, classified by the timing and location of payment, was as follows: Year Ended December 31, 2016 2015 2014 (in thousands) Current tax expense Federal $ 62,216 $ 50,794 $ 67,985 State 8,163 5,476 6,278 Foreign 745 592 1,689 Deferred tax (benefit) expense Federal (7,723 ) (112 ) (21,398 ) State (2,655 ) (737 ) (2,116 ) Foreign (137 ) (57 ) (153 ) Income taxes $ 60,609 $ 55,956 $ 52,285 Net deferred tax assets consisted of: December 31, 2016 2015 (in thousands) Property, equipment and intangible assets $ (9,171 ) $ (8,899 ) Accrued compensation 17,365 16,274 Accrued expenses 43,176 35,415 Foreign operations (941 ) (868 ) Valuation allowance on foreign deferred tax assets (145 ) (153 ) Foreign net operating losses 2,064 1,897 Valuation allowance on foreign net operating losses (1,270 ) (1,383 ) Deferred tax asset on unrecognized tax positions 1,107 1,200 Other 335 (1,555 ) Net deferred tax assets $ 52,520 $ 41,928 Balance sheet presentation: December 31, 2016 2015 (in thousands) Non-current net deferred tax assets $ 52,812 $ 42,434 Non-current net deferred tax liabilities (292 ) (506 ) Net deferred tax assets $ 52,520 $ 41,928 As of December 31, 2016 , the Company had foreign net operating loss carryforwards of approximately $6.8 million before applying tax rates for the respective jurisdictions, subject to a valuation allowance of $3.9 million . Approximately $2.3 million of our foreign net operating losses may expire between 2019 and 2025 . In addition, the Company has recorded a valuation allowance on approximately $0.5 million of foreign deferred tax assets before applying the tax rate of the respective jurisdiction. The statutory United States federal income tax rate reconciles to the effective income tax rates for continuing operations as follows: Year Ended December 31, 2016 2015 2014 Statutory U.S. federal income tax rate 35.0 % 35.0 % 35.0 % State income taxes, net of federal tax benefit 1.7 % 1.7 % 1.6 % Benefits and taxes related to foreign operations (5.2 )% (6.2 )% (6.2 )% Windfall tax benefit on share-based compensation (1.7 )% — % — % Unrecognized tax positions 0.2 % (0.2 )% (0.4 )% Other 0.3 % 0.1 % 0.1 % Effective income tax rates 30.3 % 30.4 % 30.1 % The Company's effective income tax rates from continuing operations were 30.3% , 30.4% and 30.1% for the years ended December 31, 2016, 2015 and 2014 , respectively. The effective income tax rate for discontinued operations was 37.1% for the year ended December 31, 2014 . The effective income tax rates for the years ended December 31, 2016 and 2015 were lower than the United States federal statutory rate of 35% primarily due to the recurring impact of foreign operations, partially offset by state income taxes. The effective income tax rate for the year ended December 31, 2016 was further reduced by the adoption of ASU 2016-09, which requires that excess tax benefits and deficiencies from share-based compensation be recorded as tax expense or benefit in the income statement. The adoption resulted in a $3.4 million tax benefit for the year ended December 31, 2016 . Additionally, the effective income tax rate for the year ended December 31, 2015 was reduced by the settlement of unrecognized tax positions. As of December 31, 2016 and 2015 , the Company’s gross unrecognized tax benefits totaled $2.7 million and $3.1 million , respectively. After considering the deferred income tax accounting impact, it is expected that about $1.6 million of the total as of December 31, 2016 would favorably affect the effective tax rate if resolved in the Company’s favor. The following table presents a reconciliation of the beginning and ending amounts of unrecognized tax benefits: 2016 2015 2014 (in thousands) Balance, January 1 $ 3,137 $ 3,395 $ 4,047 Changes for tax positions of prior years 580 116 5 Increases for tax positions related to the current year 181 772 1,201 Settlements and lapsing of statutes of limitations (1,207 ) (1,146 ) (1,858 ) Balance, December 31 $ 2,691 $ 3,137 $ 3,395 It is reasonably possible that the Company’s unrecognized tax benefits could decrease within the next 12 months by as much as $2.7 million due to settlements and the expiration of applicable statutes of limitations. The Company's federal income tax returns for tax years 2013, 2014, and 2015 remain subject to examination by the Internal Revenue Service. The practice of the Company is to recognize interest and penalties related to income tax matters in the provision for income taxes. The Company did not incur any material interest or penalties for 2016 and 2015 . The Company had $0.7 million and $0.5 million of accrued interest and penalties at December 31, 2016 and 2015 , respectively. The Company has not provided deferred United States income taxes on approximately $264.4 million of accumulated and undistributed earnings of its foreign subsidiaries. The Company's intent is for such earnings to be permanently reinvested in operations outside the United States. We plan to utilize these earnings to fund overseas operations and working capital needs as well as facilitate overseas growth including, but not limited to, investment in new hotel contracts and acquisitions intended to further our global growth strategy. Determination of the deferred United States income tax liability on these earnings is not practicable because such liability, if any, is dependent on circumstances existing if and when remittance occurs. |
Share-Based Compensation and Ca
Share-Based Compensation and Capital Stock | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-Based Compensation and Capital Stock | Share-Based Compensation and Capital Stock Dividends The Company currently pays a quarterly dividend on its common stock of $0.215 per share, however the declaration of future dividends is subject to the discretion of the board of directors. During the year ended December 31, 2014 , the Company maintained its quarterly dividend rate of $0.185 per share for the first three quarters of 2014. In the fourth quarter of 2014, the Company's board of directors announced an increase in the quarterly dividend rate to $0.195 per share for an annual rate of $0.75 or $43.4 million . During the year ended December 31, 2015 , the Company maintained its quarterly dividend rate of $0.195 per share for the first three quarters of 2015 . In the fourth quarter of 2015 , the Company's board of directors announced an increase in the quarterly dividend rate to $0.205 per share. As a result, annual dividends declared during the year ended December 31, 2015 were $0.79 per share or $45.1 million . During the year ended December 31, 2016 , the Company maintained its quarterly dividend rate of $0.205 per share for the first three quarters of 2016 . In the fourth quarter of 2016 , the Company's board of directors announced an increase in the quarterly dividend rate to $0.215 per share. As a result, annual dividends declared during the year ended December 31, 2016 were $0.83 per share or $46.7 million . In addition, during the years ended December 31, 2016, 2015 and 2014 , the Company paid previously declared but unrecorded dividends totaling $0.1 million , $0.5 million and $0.4 million , respectively, that were contingent upon the vesting of performance vested restricted units. Share-Based Compensation The Company recognizes compensation cost related to share-based payment transactions in the financial statements based on the fair value of the equity or liability instruments issued. Compensation expense related to the fair value of share-based awards is recognized over the requisite service period based on an estimate of those awards that will ultimately vest. The Company estimates the share-based compensation expense for awards that will ultimately vest at the inception of the grant. Over the life of the grant, the estimate of share-based compensation expense for awards with performance and/or service requirements is adjusted so that compensation cost is recognized only for awards that ultimately vest. The Company has stock compensation plans pursuant to which it is authorized to grant stock-based awards of up to 7.6 million shares of the Company’s common stock, of which 1.2 million shares remain available for grant as of December 31, 2016 . The Company’s policy allows the issuance of new or treasury shares to satisfy stock-based awards. Restricted stock, stock options, stock appreciation rights and performance share awards may be granted to officers, key employees and non-employee directors with contractual terms set by the Compensation and Management Development Committee of the Board of Directors. Stock Options The Company granted approximately 0.7 million , 0.5 million and 0.7 million options to certain employees of the Company at a fair value of approximately $6.9 million , $6.2 million and $5.7 million during the years ended December 31, 2016, 2015 and 2014 , respectively. The stock options granted by the Company had an exercise price equal to the market price of the Company’s common stock on the date of grant. The fair value of the options granted was estimated on the grant date using the Black-Scholes option-pricing model with the following weighted average assumptions: 2016 2015 2014 Risk-free interest rate 1.22 % 1.45 % 1.56 % Expected volatility 23.76 % 23.94 % 25.01 % Expected life of stock option 4.6 years 4.6 years 4.5 years Dividend yield 1.59 % 1.23 % 1.62 % Requisite service period 4 years 4 years 4 years Contractual life 7 years 7 years 7 years Weighted average fair value of options granted (per option) $ 9.30 $ 12.39 $ 8.82 The expected life of the options and volatility are based on the historical data which is believed to be indicative of future exercise patterns and volatility. Historical volatility is calculated based on a period that corresponds to the expected life of the stock option. The dividend yield and the risk-free rate of return are calculated on the grant date based on the then current dividend rate and the risk-free rate for the period corresponding to the expected life of the stock option. Compensation expense related to the fair value of these awards is recognized straight-line over the requisite service period based on those awards that ultimately vest. The aggregate intrinsic value of stock options outstanding and exercisable at December 31, 2016 was $20.4 million and $13.3 million , respectively. The total intrinsic value of options exercised during the years ended December 31, 2016, 2015 and 2014 was $12.6 million , $10.5 million and $10.1 million , respectively. The Company received $13.0 million , $7.1 million , and $10.1 million in proceeds from the exercise of 0.5 million , 0.3 million and 0.4 million employee stock options during the years ended December 31, 2016, 2015 and 2014 , respectively. The following table summarizes information about stock options outstanding at December 31, 2016 : Options Outstanding Options Exercisable Range of Exercise Prices Number Weighted Average Weighted Number Weighted $24.38 to $29.25 154,880 2.1 years $ 27.03 154,880 $ 27.03 $29.26 to $34.12 144,696 1.1 years $ 31.31 144,696 $ 31.31 $34.13 to $39.00 154,537 3.1 years $ 36.76 115,893 $ 36.76 $39.01 to $43.87 — — $ — — $ — $43.88 to $48.75 582,017 4.2 years $ 45.59 289,114 $ 45.59 $48.76 to $65.00 1,157,372 5.8 years $ 56.09 112,386 $ 63.47 2,193,502 4.6 years $ 48.26 816,969 $ 40.75 Restricted Stock The following table is a summary of activity related to restricted stock grants for the year ended December 31: 2016 2015 2014 Restricted shares granted 204,333 125,510 154,833 Weighted average grant date fair value per share $ 51.53 $ 61.41 $ 46.81 Aggregate grant date fair value ($000) $ 10,529 $ 7,707 $ 7,248 Restricted shares forfeited 28,996 19,833 23,804 Vesting service period of shares granted 12 - 48 months 12 - 48 months 12 - 48 months Fair value of shares vested ($000) $ 7,506 $ 12,311 $ 10,280 Compensation expense related to the fair value of these awards is recognized straight-line over the requisite service period based on those restricted stock grants that ultimately vest. The fair value of grants is measured by the market price of the Company’s common stock on the date of grant. Restricted stock awards generally vest ratably over the service period beginning with the first anniversary of the grant date. Awards granted to retirement eligible non-employee directors are recognized over the shorter of the requisite service period or the length of time until retirement since the terms of the grant provide that awards will vest upon retirement. Performance Vested Restricted Stock Units The Company has granted performance vested restricted stock units (“PVRSU”) to certain employees. The fair value is measured by the market price of the Company’s common stock on the date of grant. The vesting of these stock awards is contingent upon the Company achieving performance targets at the end of specified performance periods and the employees’ continued employment. The performance conditions affect the number of shares that will ultimately vest. The range of possible stock-based awards vesting is generally between 0% and 200% of the initial target. If minimum performance targets are not attained then no awards will vest under the terms of the various PVRSU agreements. Compensation expense related to these awards is recognized over the requisite period based on the Company's estimate of the achievement of the various performance targets. The Company has currently estimated that between 0% and 175% of the various award targets will be achieved. Compensation expense is recognized ratably over the requisite service period only on those PVRSUs that ultimately vest. The following table is a summary of activity related to PVRSU grants for the years ended December 31, 2016, 2015 and 2014 : 2016 2015 2014 Performance vested restricted stock units granted at target 89,944 71,006 24,678 Weighted average grant date fair value per share $ 47.85 $ 58.12 $ 45.59 Aggregate grant date fair value ($000) $ 4,304 $ 4,127 $ 1,125 Stock units forfeited 54,556 6,079 22,099 Requisite service period 9-43 months 36-43 months 36 months During the year ended December 31, 2016 , a total of 28,188 PVRSU grants vested at a grant date fair value of $1.0 million . These PVRSU grants were initially granted at a target of 48,201 units. However, since the Company only partially achieved the targeted performance conditions contained in the stock awards granted in prior periods, 20,013 shares were forfeited. During the year ended December 31, 2015 , a total of 42,326 PVRSU grants vested at a grant date fair value of $1.5 million . These PVRSU grants were initially granted at a target of 38,476 units. However, since the Company achieved 110% of the targeted performance conditions contained in the stock awards granted in prior periods, an additional 3,850 shares were earned and issued. During the year ended December 31, 2014 a total of 28,886 PVRSU grants vested at a grant date fair value of $1.4 million . These PVRSU grants were initially granted at a target of 18,635 units. However, since the Company achieved 155% of the targeted performance conditions contained in the stock awards granted in prior periods, an additional 10,251 shares were earned and issued. A summary of stock-based award activity as of December 31, 2016, 2015 and 2014 and the changes during the years are presented below: 2016 Stock Options Restricted Stock Performance Vested Options Weighted Weighted Shares Weighted Shares Weighted Outstanding at January 1, 2016 2,084,201 $ 41.36 384,490 $ 47.40 226,737 $ 45.09 Granted 745,769 $ 51.49 204,333 $ 51.53 89,944 $ 47.85 Performance-Based Leveraging* — $ — — $ — 2,043 $ 36.76 Exercised/Vested (529,210 ) $ 24.47 (152,015 ) $ 43.61 (28,188 ) $ 36.76 Expired (13,620 ) $ 57.62 — $ — — $ — Forfeited (93,638 ) $ 53.63 (28,996 ) $ 51.22 (54,556 ) $ 42.82 Outstanding at December 31, 2016 2,193,502 $ 48.26 4.6 years 407,812 $ 50.61 235,980 $ 47.59 Options exercisable at December 31, 2016 816,969 $ 40.75 3.3 years * PVRSU units outstanding have been increased by 2,043 units during the year ended December 31, 2016 , due to the Company exceeding the targeted performance conditions contained in PVRSU's granted in prior periods. 2015 Stock Options Restricted Stock Performance Vested Options Weighted Weighted Shares Weighted Shares Weighted Outstanding at January 1, 2015 1,903,177 $ 33.03 479,556 $ 40.14 200,286 $ 38.28 Granted 498,911 $ 63.47 125,510 $ 61.41 71,006 $ 58.12 Performance-Based Leveraging* — $ — — $ — 3,850 $ 35.60 Exercised/Vested (295,037 ) $ 23.91 (200,743 ) $ 38.94 (42,326 ) $ 35.60 Expired — $ — — $ — — $ — Forfeited (22,850 ) $ 55.44 (19,833 ) $ 46.17 (6,079 ) $ 32.90 Outstanding at December 31, 2015 2,084,201 $ 41.36 4.0 years 384,490 $ 47.40 226,737 $ 45.09 Options exercisable at December 31, 2015 991,202 $ 29.57 2.3 years * PVRSU units outstanding have been increased by 3,850 units during the year ended December 31, 2015 , due to the Company exceeding the targeted performance conditions contained in PVRSU's granted in prior periods. 2014 Stock Options Restricted Stock Performance Vested Options Weighted Weighted Shares Weighted Shares Weighted Outstanding at January 1, 2014 1,661,952 $ 26.44 563,345 $ 36.64 216,342 $ 37.34 Granted 651,757 $ 45.59 154,833 $ 46.81 24,678 $ 45.59 Performance-Based Leveraging* — $ — — $ — 10,251 $ 41.25 Exercised/Vested (390,290 ) $ 25.87 (214,818 ) $ 35.91 (28,886 ) $ 41.25 Expired — $ — — $ — — $ — Forfeited (20,242 ) $ 34.33 (23,804 ) $ 38.97 (22,099 ) $ 34.77 Outstanding at December 31, 2014 1,903,177 $ 33.03 3.8 years 479,556 $ 40.14 200,286 $ 38.28 Options exercisable at December 31, 2014 995,173 $ 25.06 2.0 years * PVRSU units outstanding have been increased by 10,251 units during the year ended December 31, 2014 , due to the Company exceeding the targeted performance conditions contained in PVRSU's granted in prior periods. The components of the Company’s pretax stock-based compensation expense and associated income tax benefits are as follows for the years ended December 31: (in millions) 2016 2015 2014 Stock options $ 4.6 $ 3.4 $ 2.4 Restricted stock 7.5 6.8 7.2 Performance vested restricted stock units 2.5 1.9 (0.2 ) Total $ 14.6 $ 12.1 $ 9.4 Income tax benefits $ 5.4 $ 4.5 $ 3.5 During all years presented, the Company revises its estimate of the projected achievement of various performance conditions that affect the number of PVRSUs that will ultimately vest. As a result, previously recognized stock-based compensation costs related to these PVRSUs has been increased by $0.1 million and $0.3 million for the years ended December 31, 2016 and 2015 , respectively, and decreased by $1.3 million during the year ended December 31, 2014 . The total unrecognized compensation costs related to stock-based awards that have not yet vested and the related weighted average amortization period over which the costs are to be recognized as of December 31, 2016 are as follows: Unrecognized Weighted (in millions) Stock options $ 9.8 2.6 years Restricted stock 13.8 2.5 years Performance vested restricted stock units 4.5 2.0 years Total $ 28.1 Share Repurchases and Redemptions The Company announced a stock repurchase program on June 25, 1998 to return excess capital to its shareholders. Treasury stock activity is recorded at cost in the accompanying consolidated financial statements. During the year ended December 31, 2016 , the Company repurchased 0.6 million of its common stock under the repurchase program at a total cost of $30.1 million . During the year ended December 31, 2015 , the Company repurchased 1.3 million of its common stock under the repurchase program at a total cost of $66.4 million . During the year ended December 31, 2014 , the Company repurchased 1.4 million of its common stock under the repurchase program at a total cost of $72.6 million . These shares were purchased from family members of the Company's largest shareholder. Through December 31, 2016 , the Company repurchased 48.7 million shares of its common stock (including 33.0 million prior to the two -for-one stock split effected in October 2005) under the share repurchase program at a total cost of $1.3 billion . During 2016 , the Company redeemed 127,036 shares of common stock at a total cost of $5.8 million from employees to satisfy the option price and minimum tax-withholding requirements related to the exercising of options and vesting of performance vested restricted stock units and restricted stock grants. During 2015 and 2014 , the Company redeemed 106,405 and 110,579 shares of common stock at a total cost of $6.4 million and $5.3 million , respectively. These redemptions were outside the share repurchase program initiated in June 1998. Other Effective January 1, 2014, the Company reduced its reported number of common shares outstanding by 0.3 million shares to address a reconciling item with the Company's share transfer agent. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 12 Months Ended |
Dec. 31, 2016 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Accumulated Other Comprehensive Loss | Accumulated Other Comprehensive Loss The components of accumulated other comprehensive loss is as follows: December 31, 2016 2015 2014 (in thousands) Foreign currency translation adjustments $ (5,362 ) $ (4,756 ) $ (2,087 ) Deferred loss on cash flow hedge (3,160 ) (4,022 ) (4,884 ) Total accumulated other comprehensive loss $ (8,522 ) $ (8,778 ) $ (6,971 ) Cash Flow Hedge In July 2010 , the Company entered into an interest rate swap agreement to protect itself from an increase in the market interest rate on $250 million of 10 -year, fixed rate debt with the coupon to be set at market interest rates. The interest rate swap agreement was designated as a cash flow hedge under the guidance for derivatives and hedging. In August 2010 , upon issuance of the related fixed-rate debt, the Company terminated and settled the interest rate swap agreement for a cash payment of $8.7 million . The Company recorded the effective portion of this deferred loss as a component of accumulated other comprehensive income (loss). The ineffective portion was recognized immediately as a component of earnings under interest expense in the Company’s consolidated statements of income. The effective portion of the deferred loss is being amortized over the term of the related debt as interest expense in the Company’s consolidated statements of income. The following represents the changes in accumulated other comprehensive loss, net of tax by component for the years ended December 31, 2016 and 2015 : Year Ended December 31, 2016 Year Ended December 31, 2015 Loss on Cash Flow Hedge Foreign Currency Items Total Loss on Cash Flow Hedge Foreign Currency Items Total (in thousands) (in thousands) Beginning Balance $ (4,022 ) $ (4,756 ) $ (8,778 ) $ (4,884 ) $ (2,087 ) $ (6,971 ) Other comprehensive loss before reclassification — (606 ) (606 ) — (2,669 ) (2,669 ) Amounts reclassified from accumulated other comprehensive income 862 — 862 862 — 862 Net current period other comprehensive income (loss) 862 (606 ) 256 862 (2,669 ) (1,807 ) Ending Balance $ (3,160 ) $ (5,362 ) $ (8,522 ) $ (4,022 ) $ (4,756 ) $ (8,778 ) The amounts reclassified from other accumulated other comprehensive income (loss) during the years ended December 31, 2016 and 2015 were reclassified to the following line items in the Company's Consolidated Statements of Income. Component Amount Reclassified from Accumulated Other Comprehensive Income(Loss) Affected Line Item in the Consolidated Statement of Income Year ended December 31, 2016 Year ended December 31, 2015 (in thousands) Loss on cash flow hedge Interest rate contract $ 862 $ 862 Interest expense — — Tax (expense) benefit $ 862 $ 862 Net of tax |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share The computation of basic and diluted earnings per common share is as follows: Year Ended December 31, 2016 2015 2014 (in thousands, except per share amounts) Computation of Basic Earnings Per Share: Numerator: Net income from continuing operations $ 139,371 $ 128,029 $ 121,473 Net income from discontinued operations — — 1,687 Net income 139,371 128,029 123,160 Income allocated to participating securities (975 ) (889 ) (1,075 ) Net income available to common shareholders $ 138,396 $ 127,140 $ 122,085 Denominator Weighted average common shares outstanding -- basic 55,872 56,814 57,730 Basic earnings per share -- Continuing operations $ 2.48 $ 2.24 $ 2.08 Basic earnings per share -- Discontinued operations — — 0.03 $ 2.48 $ 2.24 $ 2.11 Computation of Diluted Earnings Per Share: Numerator: Net income from continuing operations $ 139,371 $ 128,029 $ 121,473 Net income from discontinued operations — — 1,687 Net income 139,371 128,029 123,160 Income allocated to participating securities (972 ) (884 ) (1,069 ) Net income available to common shareholders $ 138,399 $ 127,145 $ 122,091 Denominator: Weighted average common shares outstanding -- basic 55,872 56,814 57,730 Diluted effect of stock options and PVRSUs 283 459 526 Weighted average commons shares outstanding -- diluted 56,155 57,273 58,256 Diluted earnings per share -- Continuing operations $ 2.46 $ 2.22 $ 2.07 Diluted earnings per share -- Discontinued operations — — 0.03 $ 2.46 $ 2.22 $ 2.10 The Company’s unvested restricted shares contain rights to receive non-forfeitable dividends and thus are participating securities requiring the two-class method of computing earnings per share ("EPS"). The calculation of EPS for common stock shown above excludes the income attributable to the unvested restricted share awards from the numerator and excludes the dilutive impact of those awards from the denominator. At December 31, 2016 , 2015 , and 2014 , the Company had 2.2 million , 2.1 million and 1.9 million outstanding stock options, respectively. Stock options are included in the diluted earnings per share calculation using the treasury stock method and average market prices during the period, unless the stock options would be anti-dilutive. For the year ended December 31, 2016 and 2015 , the Company excluded 1.2 million and 0.5 million of anti-dilutive stock option from the diluted earning per share calculation. For the year ended December 31, 2014 , no anti-dilutive stock options were excluded from the diluted earnings per share calculation. PVRSUs are also included in the diluted earnings per share calculation if the performance conditions have been met at the reporting date. However, at December 31, 2016 , 2015 , and 2014 , PVRSUs totaling 210,258 , 178,536 and 161,810 respectively, were excluded from the computation since the performance conditions had not been met. |
Operating Leases
Operating Leases | 12 Months Ended |
Dec. 31, 2016 | |
Leases [Abstract] | |
Operating Leases | Operating Leases The Company enters into operating leases primarily for office space, office equipment and transportation vehicles. Minimum rents as defined in the Company’s lease agreements including rent escalations, rent holidays and rental concessions are recognized on the straight-line basis over the non-cancellable lease term. Payments made to or on behalf of the Company for leasehold improvement incentives are considered reductions in rental expense and are amortized on a straight-line basis over the non-cancellable lease term. Rental expense under non-cancellable operating leases was approximately $10.9 million , $10.5 million and $10.4 million for the years ended December 31, 2016 , 2015 and 2014 , respectively. The Company received sublease rental income related to real estate leased to third-parties totaling $0.3 million , $0.3 million and $0.4 million during the years ended December 31, 2016 , 2015 and 2014 . Future minimum lease payments are as follows: 2017 2018 2019 2020 2021 Thereafter Total (in thousands) Minimum lease payments $ 12,171 $ 10,962 $ 10,122 $ 8,995 $ 7,814 $ 11,114 $ 61,178 Minimum sublease rentals (366 ) (372 ) (124 ) — — — (862 ) $ 11,805 $ 10,590 $ 9,998 $ 8,995 $ 7,814 $ 11,114 $ 60,316 |
Condensed Consolidating Financi
Condensed Consolidating Financial Statements | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Condensed Consolidating Financial Statements | Condensed Consolidating Financial Statements The Company’s Senior Notes due 2020 and 2022 are guaranteed jointly, severally, fully and unconditionally, subject to certain customary limitations, by certain of the Company's domestic subsidiaries. There are no legal or regulatory restrictions on the payment of dividends to Choice Hotels International, Inc. from subsidiaries that do not guarantee the Senior Notes. As a result of the guarantee arrangements, the following condensed consolidating financial statements are presented. Investments in subsidiaries are accounted for under the equity method of accounting. Choice Hotels International, Inc. Condensed Consolidating Statement of Income For the Year Ended December 31, 2016 (in thousands) Parent Guarantor Non-Guarantor Eliminations Consolidated REVENUES: Royalty fees $ 300,119 $ 145,946 $ 42,249 $ (167,767 ) $ 320,547 Initial franchise and relicensing fees 23,284 — 669 — 23,953 Procurement services 30,355 — 871 — 31,226 Marketing and reservation system 482,836 431,125 16,232 (404,477 ) 525,716 Other items, net 15,040 631 8,119 (591 ) 23,199 Total revenues 851,634 577,702 68,140 (572,835 ) 924,641 OPERATING EXPENSES: Selling, general and administrative 163,891 131,517 21,678 (168,358 ) 148,728 Marketing and reservation system 499,656 414,302 16,235 (404,477 ) 525,716 Depreciation and amortization 1,838 7,456 2,411 — 11,705 Total operating expenses 665,385 553,275 40,324 (572,835 ) 686,149 Gain on sale of assets, net — 453 (50 ) — 403 Operating income 186,249 24,880 27,766 — 238,895 OTHER INCOME AND EXPENSES, NET: Interest expense 43,866 1 579 — 44,446 Equity in earnings of consolidated subsidiaries (48,073 ) 641 — 47,432 — Other items, net (1,402 ) (1,047 ) (3,082 ) — (5,531 ) Other income and expenses, net (5,609 ) (405 ) (2,503 ) 47,432 38,915 Income from continuing operations before income taxes 191,858 25,285 30,269 (47,432 ) 199,980 Income taxes 52,487 7,912 210 — 60,609 Net income $ 139,371 $ 17,373 $ 30,059 $ (47,432 ) $ 139,371 Choice Hotels International, Inc. Condensed Consolidating Statement of Income For the Year Ended December 31, 2015 (in thousands) Parent Guarantor Non-Guarantor Eliminations Consolidated REVENUES: Royalty fees $ 280,739 $ 134,944 $ 46,055 $ (160,230 ) $ 301,508 Initial franchise and relicensing fees 23,934 — 746 — 24,680 Procurement services 26,387 — 684 — 27,071 Marketing and reservation system 446,358 454,916 15,827 (428,338 ) 488,763 Other items, net 13,744 — 4,203 (91 ) 17,856 Total revenues 791,162 589,860 67,515 (588,659 ) 859,878 OPERATING EXPENSES: Selling, general and administrative 154,591 120,800 19,184 (160,321 ) 134,254 Marketing and reservation system 464,439 437,378 15,284 (428,338 ) 488,763 Depreciation and amortization 2,405 7,595 1,542 — 11,542 Total operating expenses 621,435 565,773 36,010 (588,659 ) 634,559 Operating income 169,727 24,087 31,505 — 225,319 OTHER INCOME AND EXPENSES, NET: Interest expense 42,276 2 555 — 42,833 Equity in earnings of consolidated subsidiaries (45,155 ) 373 — 44,782 — Other items, net (957 ) 198 (740 ) — (1,499 ) Other income and expenses, net (3,836 ) 573 (185 ) 44,782 41,334 Income from continuing operations before income taxes 173,563 23,514 31,690 (44,782 ) 183,985 Income taxes 45,534 10,351 71 — 55,956 Income from from continuing operations, net of income taxes 128,029 13,163 31,619 (44,782 ) 128,029 Income from discontinued operations, net of income taxes — — — — — Net income $ 128,029 $ 13,163 $ 31,619 $ (44,782 ) $ 128,029 Choice Hotels International, Inc. Condensed Consolidating Statement of Income For the Year Ended December 31, 2014 (in thousands) Parent Guarantor Subsidiaries Non-Guarantor Eliminations Consolidated REVENUES: Royalty fees $ 262,540 $ 121,295 $ 44,357 $ (140,654 ) $ 287,538 Initial franchise and relicensing fees 18,753 — 728 — 19,481 Procurement services 22,959 23 837 — 23,819 Marketing and reservation system 367,726 369,359 18,783 (343,249 ) 412,619 Other items 13,758 16 739 — 14,513 Total revenues 685,736 490,693 65,444 (483,903 ) 757,970 OPERATING EXPENSES: Selling, general and administrative 137,759 110,504 13,809 (140,654 ) 121,418 Marketing and reservation system 383,584 354,342 17,942 (343,249 ) 412,619 Depreciation and amortization 3,038 5,679 648 — 9,365 Total operating expenses 524,381 470,525 32,399 (483,903 ) 543,402 Operating income 161,355 20,168 33,045 — 214,568 OTHER INCOME AND EXPENSES, NET: Interest expense 41,454 3 29 — 41,486 Equity in earnings of consolidated subsidiaries (45,426 ) (765 ) — 46,191 — Other items, net (1,465 ) 567 222 — (676 ) Other income and expenses, net (5,437 ) (195 ) 251 46,191 40,810 Income from continuing operations before income taxes 166,792 20,363 32,794 (46,191 ) 173,758 Income taxes 43,632 7,922 731 — 52,285 Income from continuing operations, net of income taxes 123,160 12,441 32,063 (46,191 ) 121,473 Income from discontinued operations, net of income taxes — — 1,687 — 1,687 Net income $ 123,160 $ 12,441 $ 33,750 $ (46,191 ) $ 123,160 Choice Hotels International, Inc. Condensed Consolidating Statement of Comprehensive Income For the Year Ended December 31, 2016 (in thousands) Parent Guarantor Non-Guarantor Eliminations Consolidated Net income $ 139,371 $ 17,373 $ 30,059 $ (47,432 ) $ 139,371 Other comprehensive income (loss), net of tax: Amortization of loss on cash flow hedge 862 — — — 862 Foreign currency translation adjustment (606 ) — (606 ) 606 (606 ) Other comprehensive income (loss), net of tax 256 — (606 ) 606 256 Comprehensive income $ 139,627 $ 17,373 $ 29,453 $ (46,826 ) $ 139,627 Choice Hotels International, Inc. Condensed Consolidating Statement of Comprehensive Income For the Year Ended December 31, 2015 (in thousands) Parent Guarantor Non-Guarantor Eliminations Consolidated Net income $ 128,029 $ 13,163 $ 31,619 $ (44,782 ) $ 128,029 Other comprehensive income (loss), net of tax: Amortization of loss on cash flow hedge 862 — — — 862 Foreign currency translation adjustment (2,669 ) — (2,669 ) 2,669 (2,669 ) Other comprehensive income (loss), net of tax (1,807 ) — (2,669 ) 2,669 (1,807 ) Comprehensive income $ 126,222 $ 13,163 $ 28,950 $ (42,113 ) $ 126,222 Choice Hotels International, Inc. Condensed Consolidating Statement of Comprehensive Income For the Year Ended December 31, 2014 (in thousands) Parent Guarantor Non-Guarantor Eliminations Consolidated Net income $ 123,160 $ 12,441 $ 33,750 $ (46,191 ) $ 123,160 Other comprehensive income (loss), net of tax: Amortization of loss on cash flow hedge 861 — — — 861 Foreign currency translation adjustment (1,615 ) — (1,615 ) 1,615 (1,615 ) Other comprehensive income (loss), net of tax (754 ) — (1,615 ) 1,615 (754 ) Comprehensive income $ 122,406 $ 12,441 $ 32,135 $ (44,576 ) $ 122,406 Choice Hotels International, Inc. Condensed Consolidating Balance Sheet As of December 31, 2016 (in thousands) Parent Guarantor Non-Guarantor Eliminations Consolidated ASSETS Cash and cash equivalents $ 14,696 $ 159 $ 187,608 $ — $ 202,463 Receivables, net 96,128 1,556 9,802 (150 ) 107,336 Other current assets 9,120 29,281 4,470 (7,797 ) 35,074 Total current assets 119,944 30,996 201,880 (7,947 ) 344,873 Property and equipment, at cost, net 44,236 21,718 18,107 — 84,061 Goodwill 65,813 — 13,092 — 78,905 Franchise rights and other identifiable intangibles, net 5,279 3,494 6,965 — 15,738 Notes receivable, net of allowances 16,285 42,398 51,925 — 110,608 Investments, employee benefit plans, at fair value — 16,975 — — 16,975 Investments in affiliates 526,166 50,798 — (576,964 ) — Advances to affiliates 14,929 123,074 17 (138,020 ) — Deferred income taxes 40,459 14,234 — (1,881 ) 52,812 Other assets 18,259 76,933 53,304 — 148,496 Total assets $ 851,370 $ 380,620 $ 345,290 $ (724,812 ) $ 852,468 LIABILITIES AND SHAREHOLDERS’ DEFICIT Accounts payable $ 14,296 $ 29,705 $ 4,220 $ (150 ) $ 48,071 Accrued expenses and other current liabilities 31,352 45,179 3,857 — 80,388 Deferred revenue 132,217 — 1,107 (106 ) 133,218 Other current liabilities 8,480 7 1,195 (7,691 ) 1,991 Total current liabilities 186,345 74,891 10,379 (7,947 ) 263,668 Long-term debt 826,551 3,712 9,146 — 839,409 Deferred compensation & retirement plan obligations — 21,584 11 — 21,595 Advances from affiliates 135,879 1,188 953 (138,020 ) — Other liabilities 13,944 15,631 11,451 (1,881 ) 39,145 Total liabilities 1,162,719 117,006 31,940 (147,848 ) 1,163,817 Total shareholders’ (deficit) equity (311,349 ) 263,614 313,350 (576,964 ) (311,349 ) Total liabilities and shareholders’ deficit $ 851,370 $ 380,620 $ 345,290 $ (724,812 ) $ 852,468 Choice Hotels International, Inc. Condensed Consolidating Balance Sheet As of December 31, 2015 (in thousands) Parent Guarantor Non-Guarantor Eliminations Consolidated ASSETS Cash and cash equivalents $ 13,529 $ 19 $ 179,893 $ — $ 193,441 Receivables 79,381 1,132 8,992 (153 ) 89,352 Other current assets 19,029 14,176 5,331 (10,376 ) 28,160 Total current assets 111,939 15,327 194,216 (10,529 ) 310,953 Property and equipment, at cost, net 37,857 33,575 16,726 — 88,158 Goodwill 60,620 5,193 13,514 — 79,327 Franchise rights and other identifiable intangibles, net 2,965 1,013 7,970 — 11,948 Notes receivable, net of allowance 18,866 38,957 24,749 — 82,572 Investments, employee benefit plans, at fair value — 17,674 — — 17,674 Investments in affiliates 473,448 37,182 — (510,630 ) — Advances to affiliates 17,144 212,773 7,789 (237,706 ) — Deferred income taxes 10,664 33,936 — (2,166 ) 42,434 Other assets 319 45,383 38,348 (106 ) 83,944 Total assets $ 733,822 $ 441,013 $ 303,312 $ (761,137 ) $ 717,010 LIABILITIES AND SHAREHOLDERS’ DEFICIT Accounts payable $ 12,359 $ 48,238 $ 3,987 $ (153 ) $ 64,431 Accrued expenses and other current liabilities 29,099 45,601 6,378 (10,271 ) 70,807 Deferred revenue 8,749 61,890 1,053 (105 ) 71,587 Current portion of long-term debt — 430 761 — 1,191 Total current liabilities 50,207 156,159 12,179 (10,529 ) 208,016 Long-term debt 799,212 3,712 10,021 — 812,945 Deferred compensation & retirement plan obligations — 22,849 10 — 22,859 Advances from affiliates 235,629 257 1,820 (237,706 ) — Other liabilities 44,673 15,755 10,933 (2,272 ) 69,089 Total liabilities 1,129,721 198,732 34,963 (250,507 ) 1,112,909 Total shareholders’ (deficit) equity (395,899 ) 242,281 268,349 (510,630 ) (395,899 ) Total liabilities and shareholders’ deficit $ 733,822 $ 441,013 $ 303,312 $ (761,137 ) $ 717,010 Choice Hotels International, Inc. Condensed Consolidating Statement of Cash Flows For the Year Ended December 31, 2016 (in thousands) Parent Guarantor Non-Guarantor Eliminations Consolidated Net cash provided by operating activities $ 63,838 $ 53,468 $ 35,386 $ (657 ) $ 152,035 CASH FLOWS FROM INVESTING ACTIVITIES: Investment in property and equipment (21,338 ) (2,554 ) (1,299 ) — (25,191 ) Investment in intangible assets (680 ) (1,900 ) — — (2,580 ) Acquisitions, net of cash acquired — — (1,341 ) — (1,341 ) Acquisitions of real estates — — (28,583 ) — (28,583 ) Proceeds from sale of assets — — 11,462 — 11,462 Contributions to equity method investments — (34,593 ) (68 ) — (34,661 ) Distributions from equity method investments — — 3,700 — 3,700 Issuance of mezzanine and other notes receivable (8,382 ) — (24,222 ) — (32,604 ) Collections of mezzanine and other notes receivable 11,070 — — — 11,070 Purchases of investments, employee benefit plans — (1,661 ) — — (1,661 ) Proceeds from sales of investments, employee benefit plans — 1,911 — — 1,911 Advances to and investments in affiliates — (29,327 ) — 29,327 — Divestment in affiliates — 15,226 — (15,226 ) — Other items, net 100 — (89 ) — 11 Net cash used in investing activities (19,230 ) (52,898 ) (40,440 ) 14,101 (98,467 ) CASH FLOWS FROM FINANCING ACTIVITIES: Net borrowings (repayments) pursuant to revolving credit facilities 26,000 — (205 ) — 25,795 Principal payments on long-term debt — (430 ) (558 ) — (988 ) Proceeds from the issuance of long-term debt — — — — — Purchase of treasury stock (35,926 ) — — — (35,926 ) Proceeds from other debt agreements — — 550 — 550 Proceeds from exercise of stock options 12,951 — — — 12,951 Debt issuance costs (284 ) — — — (284 ) Proceeds from contributions from affiliates — — 29,327 (29,327 ) — Distributions to affiliates — — (15,226 ) 15,226 — Dividends paid (46,182 ) — (657 ) 657 (46,182 ) Net cash provided from (used in) financing activities (43,441 ) (430 ) 13,231 (13,444 ) (44,084 ) Net change in cash and cash equivalents 1,167 140 8,177 — 9,484 Effect of foreign exchange rate changes on cash and cash equivalents — — (462 ) — (462 ) Cash and cash equivalents at beginning of period 13,529 19 179,893 — 193,441 Cash and cash equivalents at end of period $ 14,696 $ 159 $ 187,608 $ — $ 202,463 Choice Hotels International, Inc. Condensed Consolidating Statement of Cash Flows For the Year Ended December 31, 2015 (in thousands) Parent Guarantor Non-Guarantor Eliminations Consolidated Net cash provided by operating activities $ 100,755 $ 23,814 $ 41,167 $ (657 ) $ 165,079 CASH FLOWS FROM INVESTING ACTIVITIES: Investment in property and equipment (20,242 ) (6,952 ) (571 ) — (27,765 ) Investment in intangible assets (619 ) — (114 ) — (733 ) Business acquisitions, net of cash acquired — — (13,269 ) — (13,269 ) Proceeds from sale of assets 93 4,661 1,593 — 6,347 Acquisitions of real estate (319 ) — (8,881 ) — (9,200 ) Contributions to equity method investments — (22,205 ) (1,532 ) — (23,737 ) Distributions from equity method investments — — 518 — 518 Issuance of mezzanine and other notes receivable (12,753 ) — (24,131 ) — (36,884 ) Collections of mezzanine and other notes receivable 4,849 — — — 4,849 Purchases of investments, employee benefit plans — (3,220 ) — — (3,220 ) Proceeds from sales of investments, employee benefit plans — 3,170 — — 3,170 Advances to and investments in affiliates — (9,418 ) — 9,418 — Divestment in affiliates — 10,735 — (10,735 ) — Other items, net 49 (49 ) 114 — 114 Net cash used in investing activities (28,942 ) (23,278 ) (46,273 ) (1,317 ) (99,810 ) CASH FLOWS FROM FINANCING ACTIVITIES: Net repayments pursuant to revolving credit facilities 159,000 — (133 ) — 158,867 Principal payments on long-term debt (129,374 ) (718 ) (409 ) — (130,501 ) Proceeds from the issuance of long-term debt — 176 — — 176 Purchase of treasury stock (72,873 ) — — — (72,873 ) Debt issuance costs (2,169 ) — — — (2,169 ) Proceeds from exercise of stock options 7,056 — — — 7,056 Proceeds from contributions from affiliates — — 9,418 (9,418 ) — Distributions to affiliates — — (10,735 ) 10,735 — Dividends paid (45,214 ) — (657 ) 657 (45,214 ) Net cash provided from (used in) financing activities (83,574 ) (542 ) (2,516 ) 1,974 (84,658 ) Net change in cash and cash equivalents (11,761 ) (6 ) (7,622 ) — (19,389 ) Effect of foreign exchange rate changes on cash and cash equivalents — — (2,049 ) — (2,049 ) Cash and cash equivalents at beginning of period 25,290 25 189,564 — 214,879 Cash and cash equivalents at end of period $ 13,529 $ 19 $ 179,893 $ — 193,441 Choice Hotels International, Inc. Condensed Consolidating Statement of Cash Flows For the Year Ended December 31, 2014 (in thousands) Parent Guarantor Non-Guarantor Eliminations Consolidated Net cash provided by operating activities $ 141,037 $ 24,521 $ 22,711 $ (657 ) $ 187,612 CASH FLOWS FROM INVESTING ACTIVITIES: Investment in property and equipment (11,234 ) (9,134 ) (578 ) — (20,946 ) Investment in intangible assets (594 ) — (42 ) — (636 ) Proceeds from sale of assets 27 516 15,069 — 15,612 Contributions to equity method investments — (11,390 ) (6,399 ) — (17,789 ) Issuance of mezzanine and other notes receivable (3,340 ) — — — (3,340 ) Collections of mezzanine and other notes receivable 11,289 — — — 11,289 Purchases of investments, employee benefit plans — (2,794 ) — — (2,794 ) Proceeds from sales of investments, employee benefit plans — 964 — — 964 Advances to and investments in affiliates (1,000 ) (5,578 ) — 6,578 — Divestment in affiliates — 3,426 — (3,426 ) — Other items, net 98 — (104 ) — (6 ) Net cash provided from (used in) investing activities (4,754 ) (23,990 ) 7,946 3,152 (17,646 ) CASH FLOWS FROM FINANCING ACTIVITIES: Principal payments on long-term debt (9,375 ) (701 ) (32 ) — (10,108 ) Proceeds from the issuance of long-term debt — 176 74 — 250 Purchase of treasury stock (77,972 ) — — — (77,972 ) Proceeds from exercise of stock options 10,098 — — — 10,098 Proceeds from contributions from affiliates — — 6,578 (6,578 ) — Distributions to affiliates — — (3,426 ) 3,426 — Dividends paid (43,529 ) — (657 ) 657 (43,529 ) Net cash provided from (used in) financing activities (120,778 ) (525 ) 2,537 (2,495 ) (121,261 ) Net change in cash and cash equivalents 15,505 6 33,194 — 48,705 Effect of foreign exchange rate changes on cash and cash equivalents — — (1,621 ) — (1,621 ) Cash and cash equivalents at beginning of period 9,785 19 157,991 — 167,795 Cash and cash equivalents at end of period $ 25,290 $ 25 $ 189,564 $ — $ 214,879 |
Reportable Segment Information
Reportable Segment Information | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
Reportable Segment Information | Reportable Segment Information Hotel Franchising: Franchising includes the Company's hotel franchising operations consisting of its eleven brands. The eleven brands are aggregated within this segment considering their similar economic characteristics, types of customers, distribution channels and regulatory business environments. Revenues from the hotel franchising business include royalty fees, initial franchise and relicensing fees, marketing and reservation system fees, procurement services revenue and other hotel franchising related revenue. The Company is obligated under its franchise agreements to provide marketing and reservation services appropriate for the operation of its systems. These services do not represent separate reportable segments as their operations are directly related to the Company's hotel franchising business. The revenues received from franchisees that are used to pay for part of the Company's ongoing operations are included in hotel franchising revenues and are offset by the related expenses paid for marketing and reservation activities to calculate hotel franchising operating income. SkyTouch Technology: SkyTouch Technology ("SkyTouch") is a division of the Company that develops and markets cloud-based technology products to hoteliers not under franchise agreements with the Company. The Company evaluates its segments based primarily on the results of the segment without allocating corporate expenses, income taxes or indirect general and administrative expenses, which are included in the Corporate and Other column. Corporate and Other revenues includes rental income related to an office building owned by the Company, as well as revenues from a recently acquired company which provides technological solutions for vacation rental management companies. Equity in earnings or losses from hotel franchising related joint ventures is allocated to the Company's hotel franchising segment. As described in Note 7, certain interest expenses related to the Company's marketing and reservation activities are allocated to the hotel franchising segment. The Company does not allocate the remaining interest expense, interest income, other gains and losses or income taxes to its segments. The following tables present the financial information for the Company's segments: Year Ended December 31, 2016 Hotel Franchising SkyTouch Technology Corporate & Other Elimination Adjustments Consolidated (in thousands) Revenues $ 915,825 $ 1,933 $ 6,883 $ — $ 924,641 Operating income (loss) 307,354 (18,088 ) (50,371 ) — 238,895 Depreciation and amortization 5,191 1,853 4,661 — 11,705 Income (loss) from continuing operations, before income taxes 307,847 (18,088 ) (89,779 ) — 199,980 Capital expenditures 17,552 1,159 3,256 — 21,967 Total assets 520,674 3,517 328,277 — 852,468 Year Ended December 31, 2015 Hotel Franchising SkyTouch Technology Corporate & Other Elimination Adjustments Consolidated (in thousands) Revenues $ 855,462 $ 1,186 $ 3,230 $ — $ 859,878 Operating income (loss) 285,752 (18,971 ) (41,462 ) — 225,319 Depreciation and amortization 6,762 1,450 3,330 — 11,542 Income (loss) from continuing operations, before income taxes 284,851 (18,971 ) (81,895 ) — 183,985 Capital expenditures 28,662 1,454 4,544 — 34,660 Total assets 397,428 4,073 315,509 — 717,010 Year Ended December 31, 2014 Hotel Franchising SkyTouch Technology Corporate & Other Elimination Adjustment Consolidated (in thousands) Revenues $ 757,370 $ 600 $ — $ — $ 757,970 Operating income (loss) 273,177 (17,065 ) (41,544 ) — 214,568 Depreciation and amortization 6,125 1,007 2,233 — 9,365 Income (loss) from continuing operations, before income taxes 272,520 (17,065 ) (81,697 ) — 173,758 Capital expenditures 19,958 1,816 14,800 — 36,574 Total assets 318,306 4,197 315,414 — 637,917 The results of the Company's international operations are included in the Hotel Franchising and Corporate & Other segments. Revenues generated by foreign operations, including royalty, marketing and reservations system fees and other revenues for the years ended December 31, 2016 , 2015 and 2014 were $58.0 million , $53.9 million and $57.6 million , respectively. Long-lived assets related to international operations were $74.9 million , $49.3 million and $4.5 million as of December 31, 2016, 2015 and 2014 , respectively. All other long-lived assets of the Company are associated with domestic activities. The Company's investment in equity method investees at December 31, 2016, 2015 and 2014 was $94.8 million , $67.0 million , and $50.6 million , respectively. These investments are included as a component of total assets for the Company’s hotel franchising segment. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Transactions with Company's Largest Shareholder Effective October 15, 1997 , Choice Hotels International, Inc., which included both a franchising business and owned hotel business, separated the businesses via a spin-off into two companies: Sunburst Hospitality Corporation (referred to hereafter as “Sunburst”) and the Company. Subsequent to the spin-off, the Company’s largest shareholder retained significant ownership percentages in both Sunburst and the Company. As part of the spin-off, Sunburst and the Company entered into a strategic alliance agreement. Among other things, the strategic alliance agreement, as amended, provided for the determination of liquidated damages related to the termination of Choice branded Sunburst properties. The liquidated damage provisions extend through the life of the existing Sunburst franchise agreements. As of December 31, 2016 , Sunburst operates 7 hotels under franchise with the Company. Total franchise fees, including royalty, marketing and reservation system fees, paid by Sunburst to the Company, included in the accompanying consolidated financial statements were $2.0 million , $2.5 million and $2.4 million for the years ended December 31, 2016, 2015 and 2014 , respectively. As of December 31, 2016 and 2015 , accounts receivable included $0.2 million and $0.2 million , respectively, due from Sunburst. The Company and family members of the Company's largest shareholder entered into an agreement that allows those family members to sub-lease aircraft from the Company from time to time for their personal use. The agreements provide for lease payments that contribute towards the fixed costs associated with the aircraft as well as reimbursement of the Company’s variable costs associated with operation of the aircraft, in compliance with, and to the extent authorized by, applicable regulatory requirements. The terms of the sub-lease agreements are consistent with the terms of sub-lease agreements that the Company has entered into with unrelated third parties for use of the aircraft. During the years ended December 31, 2016, 2015 and 2014 , the Company received $38 thousand , $27 thousand , and $95 thousand respectively, pursuant to this arrangement. The Company maintained a lease agreement on behalf of a family member of the Company’s largest shareholder for 2,154 square feet of office space located in Chevy Chase, Maryland. Annual rent payments under the lease totaled approximately $84 thousand . The lease was terminated as of September 30, 2014 , and a $103 thousand termination payment was made to the landlord in connection with the early termination. The Company provided the use of the entire leased space free of charge and reimbursed the family member for the taxes incurred related to the personal use of the office space. During the year ended December 2014 , the Company incurred $27 thousand pursuant to this arrangement. In December 2013 , the Company's board of directors approved an arrangement with an entity controlled by the family members of the Company's largest shareholder to sublease approximately 2,200 square feet of office space located in Chevy Chase, Maryland. The lease has a month to month term, with a 90 day notice period, and annual lease payments totaling approximately $90 thousand . In May 2016, the sublease was amended for the expansion of the office space, with annual lease payments totaling approximately $150 thousand . During the years ended December 31, 2016 and 2015 , the Company received approximately $179 thousand and $90 thousand , respectively, in rent payments associated with this lease. Transactions with Company Management In February 2015, the Company entered into an agreement with the Company's Chief Executive Officer ("CEO") that allows for the sub-lease of aircraft from time to time for personal use. The terms of the sub-lease are consistent with the terms of sub-lease agreements that the Company has entered into with unrelated third parties for use of the aircraft. During the year ended December 31, 2015, the Company received $12 thousand pursuant to this agreement. No amounts have been received or remain outstanding for the year ended December 31, 2016. Foreign Subsidiary Credit Agreement In August 2016 , the Company entered into a credit agreement with a related party to a foreign subsidiary. Borrowings under the agreement carry an interest rate of 4.0% per year. As of December 31, 2016 , the Company has $0.6 million outstanding under this agreement, which is reflected within the current portion of long term debt on the balance sheet. |
Transactions with Unconsolidate
Transactions with Unconsolidated Joint Ventures | 12 Months Ended |
Dec. 31, 2016 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Transactions with Unconsolidated Joint Ventures | Investments in Unconsolidated Entities The Company maintains a portfolio of investments owned through noncontrolling interests in equity method investments with one or more partners. Investments in unconsolidated entities include investments in joint ventures totaling $91.9 million and $64.3 million at December 31, 2016 and 2015 , respectively, that the Company has determined to be variable interest entities ("VIEs"). These investments relate to the Company's program to offer equity support to qualified franchisees to develop and operate Cambria hotels and suites in strategic markets. Based on an analysis of who has the power to direct the activities that most significantly impact these entities performance and who has an obligation to absorb losses of these entities or a right to receive benefits from these entities that could potentially be significant to the entity, the Company has determined that it is not the primary beneficiary of any of its VIEs. The Company based its qualitative analysis on its review of the design of the entity, its organizational structure including decision-making ability and the relevant development, operating management and financial agreements. Although the Company is not the primary beneficiary of these VIEs, it does exercise significant influence through its equity ownership and as a result the Company's investment in these entities is accounted for under the equity method. For the years ended December 31, 2016 and 2015 , the Company recognized losses totaling $1.3 million and $2.0 million from the investment in these entities, respectively. The Company's maximum exposure to losses related to its investments in VIEs is limited to its equity investments as well as certain guarantees as described in Note 26 "Commitments and Contingencies" of these financial statements. Equity method investment ownership interests at December 31, 2016 and 2015 are as follows: Ownership Interest Equity Method Investment December 31, 2016 December 31, 2015 Main Street WP Hotel Associates, LLC 50 % 50 % FBC-CHI Hotels, LLC 40 % 40 % CS Hotel 30W46th, LLC 25 % 25 % CS Brickell, LLC 50 % 50 % CS Maple Grove, LLC 50 % 50 % CS Hotel West Orange, LLC 50 % 50 % Hotel JV Services, LLC* 16 % 16 % City Market Hotel Development, LLC 43 % 43 % CS at Phoenix, LLC — % 50 % CS Woodlands, LLC 50 % 50 % 926 James M. Wood Boulevard, LLC 75 % — % CS Dallas Elm, LLC 45 % — % Choice Hotels Canada, Inc.* 50 % 50 % *Non-variable interest entity investments The following tables present summarized financial information for all unconsolidated ventures in which the Company holds an investment that is accounted for under the equity method. Year Ended December 31, 2016 2015 2014 (in thousands) Revenues $ 72,393 $ 44,015 $ 30,608 Operating income (loss) 9,878 1,196 (2,533 ) Income from continuing operations 4,603 (2,382 ) (3,616 ) Net income (loss) 4,598 (2,382 ) (4,670 ) As of December 31, 2016 2015 (in thousands) Current assets $ 47,294 $ 44,951 Non-current assets 346,550 257,022 Total assets $ 393,844 $ 301,973 Current liabilities $ 22,274 $ 22,217 Non-current liabilities 143,769 104,344 Total liabilities $ 166,043 $ 126,561 Transactions with Unconsolidated Joint Ventures In December 2012 , the Company entered into a $19.5 million promissory note with a development company which is a member in one of the Company's unconsolidated joint ventures which is engaged in the construction of a Cambria hotel and suites of which the Company is also a member. The proceeds from the promissory note were utilized to partially finance the construction of the Cambria hotel and suites by the joint venture. The promissory note matures in two tranches with $9.5 million of the promissory note maturing during the year ended December 31, 2013 and the remaining $10.0 million maturing on the fifth anniversary date of the promissory note. The promissory note bears interest at a fixed rate which increased from 6% to 8% after the completion of the hotel construction in November 2015 . Interest was payable quarterly during the hotel construction and monthly , thereafter. During the year ended December 31, 2013 , the Company was repaid the first tranche of the promissory note or $9.5 million . During the year ended December 31, 2016 , the Company was repaid the second tranche of the promissory note or $10.0 million . In July 2014 , the Company sold a parcel of land to a development company which is a member in one of the Company's unconsolidated joint ventures for $6.5 million in exchange for cash and an equity investment in the development joint venture. No gain or loss was recognized on the sale. The development company is an unconsolidated limited liability company whose sole business and purpose is to develop and operate Cambria hotel & suites hotels. In May 2015 , the Company entered into a $4.0 million promissory note with an individual who is a member of one of the Company’s unconsolidated joint ventures. The proceeds of the promissory note are being utilized to develop and operate a Cambria hotel & suites. The promissory note matures on April 30, 2018 and bears interest at variable rates, and is payable monthly. At December 31, 2016 , the outstanding balance of the promissory note totaled $3.0 million . In August 2015 , the Company entered into a $24.4 million promissory note with a development company which is a member of one of the Company’s unconsolidated joint ventures. In October 2016 , the Company increased the loan and funded an additional $1.0 million . The Company has advanced a total of $25.4 million as of December 31, 2016 . The promissory note matures on September 3, 2023 , bears interest at variable rates, and is payable monthly. In March 2016 , the Company entered into a $4.0 million promissory note with an individual who is a member of one of the Company's unconsolidated joint ventures. The Company advanced $4.0 million for the member to purchase the Company's interest in the unconsolidated joint venture for $2.4 million and fund the development of the property into a Cambria hotel & suites hotel. A deferred gain of $0.2 million will be recognized when the promissory note matures on March 1, 2019 . The promissory note bears interest at a fixed rate and is payable monthly. The Company signed a management fee arrangement for marketing services with a joint venture partner. For the year ended December 31, 2016 , fees earned and payroll costs reimbursed under this arrangement totaled $0.8 million . The Company has entered into franchise agreements with certain of the unconsolidated joint ventures listed within Note 8. Pursuant to these franchise agreements, the Company has recorded royalty and marketing and reservation system fees of approximately $17.3 million , $15.5 million and $15.4 million for the years ended December 31, 2016, 2015 and 2014 , respectively. The Company has recorded $1.1 million and $1.1 million as a receivable due from these joint ventures as of December 31, 2016 and 2015 , respectively. In addition, the Company has paid commissions of $0.2 million , $0.4 million , and $0.5 million for the years ended December 31, 2016, 2015 and 2014 , respectively, to an online travel agent for which the Company is a joint venture member. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies The Company is not a party to any litigation other than litigation in the ordinary course of business. The Company's management and legal counsel do not expect that the ultimate outcome of any of its currently ongoing legal proceedings, individually or collectively, will have a material adverse effect on the Company's financial position, results of operations or cash flows. Contingencies On October 9, 2012 , the Company entered into a limited payment guaranty with regards to a VIE's $18.0 million bank loan for the construction of a hotel franchised under one of the Company's brands in the United States. Under the terms of the limited guaranty, the Company has agreed to guarantee 25% of the outstanding principal balance for a maximum exposure of $4.5 million and accrued and unpaid interest, as well as any unpaid expenses incurred by the lender. The limited guaranty shall remain in effect until the maximum amount guaranteed by the Company is paid in full. In addition to the limited guaranty, the Company entered into an environmental indemnity agreement which indemnifies the lending institution from and against any damages relating to or arising out of possible environmental contamination issues with regards to the property. On September 4, 2015 , the Company entered into a limited payment guaranty with regards to a VIE's $13.3 million bank loan for the design, development and construction of a new hotel franchised under one of the Company's brands in the United States. Under the terms of the limited guaranty, the Company has agreed to guarantee a maximum of $1.8 million of the VIE's obligations under the loan. The limited guaranty shall remain in effect until (i) the VIE's bank loan is paid in full to the lender, (ii) the maximum amount guaranteed by the Company is paid in full, or (iii) the Company, through its affiliate, ceases to be a member of the VIE. On June 2, 2016 , one of the Company’s VIEs obtained a $61.0 million term loan for purposes of refinancing a $46.2 million construction loan. In connection with the refinancing, the Company entered into three limited guarantees. Under the terms of the limited guarantees, the Company agreed to guarantee a maximum obligation of $3.3 million in the aggregate, in addition to a percentage of any operating expenses and capital expenditures not covered by operating revenues and unpaid expenses incurred. The limited guarantees will remain in effect until the loan is repaid in full or the VIE reaches a specified debt yield for two consecutive quarters under the loan covenants. The maturity date of the VIE's loan is June 2019 . The Company believes the likelihood of having to perform under the aforementioned limited payment guarantees was remote at December 31, 2016 and December 31, 2015 . Commitments The Company has the following commitments outstanding: • The Company provides financing in the form of forgivable promissory notes or cash incentives to franchisees for property improvements, hotel development efforts and other purposes. At December 31, 2016 , the Company had commitments to extend an additional $188.3 million for these purposes provided certain conditions are met by its franchisees, of which $108.1 million is expected to be advanced in the next twelve months. • The Company committed to make additional capital contributions totaling $21.4 million to existing joint ventures related to the construction of various hotels to be operated under the Company's Cambria hotel & suites brand. These commitments are expected to be funded in the next twelve months. • In November 2015 , the Company, provided financing to a development company to acquire and redevelop a historic office building into a Cambria hotel & suites. The Company has committed to provide up to an aggregate of $49.1 million , if necessary, for acquisition of the property and property improvements. As of December 31, 2016 , the Company advanced $30.4 million . The promissory notes mature on November 30, 2019 ; bear interest at variable and fixed rates and are payable monthly. In the ordinary course of business, the Company enters into numerous agreements that contain standard indemnities whereby the Company indemnifies another party for breaches of representations and warranties. Such indemnifications are granted under various agreements, including those governing (i) purchases or sales of assets or businesses, (ii) leases of real estate, (iii) licensing of trademarks, (iv) access to credit facilities, (v) issuances of debt or equity securities, and (vi) certain operating agreements. The indemnifications issued are for the benefit of the (i) buyers in sale agreements and sellers in purchase agreements, (ii) landlords in lease contracts, (iii) franchisees in licensing agreements, (iv) financial institutions in credit facility arrangements, (v) underwriters in debt or equity security issuances and (vi) parties under certain operating agreements. In addition, these parties are also generally indemnified against any third party claim resulting from the transaction that is contemplated in the underlying agreement. While some of these indemnities extend only for the duration of the underlying agreement, many survive the expiration of the term of the agreement or extend into perpetuity (unless subject to a legal statute of limitations). There are no specific limitations on the maximum potential amount of future payments that the Company could be required to make under these indemnities, nor is the Company able to develop an estimate of the maximum potential amount of future payments to be made under these indemnifications as the triggering events are not subject to predictability. With respect to certain of the aforementioned indemnities, such as indemnifications of landlords against third party claims for the use of real estate property leased by the Company, the Company maintains insurance coverage that mitigates potential liability. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2016 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions On August 11, 2015 , the Company acquired 100% of the voting equity interest of Maxxton Holding B.V. (“MHB”) and its wholly owned subsidiaries, a Software as a Service ("SaaS") solution for vacation rental management companies. MHB provides central reservations systems, property management systems and integrated software applications including point-of-sale and is included in our Corporate and Other in our segment presentation found in Note 23. The total consideration was $23.6 million , which consisted of cash paid, net of cash acquired, of $13.3 million , deferred purchase price payable of $6.8 million , and liabilities assumed totaling $3.5 million . The deferred purchase price is payable over 5 years . In addition, the Company has a 5 year variable compensation arrangement with MHB's former owner, which is contingent on future minimum performance targets. As these amounts are contingent on achievement of certain targets and continued employment, no amounts were recorded for these future payments at the acquisition date. Based on current projections, total expected compensation under this arrangement is estimated to be approximately $8.2 million over the 5 year term. The transaction has been accounted for using the acquisition method of accounting and accordingly, assets acquired and liabilities assumed were recorded at their fair values as of the acquisition date. The results of MHB have been consolidated with the Company since August 11, 2015 . The Company allocated the purchase price based upon a preliminary assessment of the fair value of the assets and liabilities assumed as of August 11, 2015 . The Company completed its assessment of the MHB acquisition in the third quarter of 2016, identifying no adjustments to the fair value determination. As a result, the purchase price allocation is final as of the third quarter of 2016, with no adjustments made from the preliminary allocation. Real Estate Acquisitions In the first quarter of 2016, the Company completed three acquisitions of real estate as part of its program to incent franchise development in strategic markets for certain brands. The aggregate purchase price for these acquisitions was $25.8 million consisting of $25.6 million cash with an additional $0.2 million of current liabilities assumed. In addition, the Company incurred $0.5 million in acquisition related costs, which were expensed in the period. These acquisitions included: • On January 8, 2016 , the Company acquired a parcel of land in Milwaukee, WI. The land is currently being utilized as a parking lot and will be developed into a Cambria hotel & suites hotel by the Company or through a future joint venture. • On January 11, 2016 , the Company acquired a parcel of land and an office building in Indianapolis, IN. Subsequent to the acquisition, the land and building were utilized as a parking lot and actively managed office building. The properties were sold during the third quarter of 2016, reference "Real Estate Disposition" below. • On February 1, 2016 , the Company acquired an actively managed office building and surrounding parking area in Houston, TX. The Company's plan for the building is to convert the property into a Cambria hotel & suites hotel either through development or as a part of a joint venture agreement. The Company completed its assessment of the fair value of the assets acquired in the first quarter of 2016 and as a result the allocation is final. The results of operations, assets and liabilities have been reflected within the Company's franchising segment. The fair value of the assets and liabilities and associated useful lives are as follows: Estimated Fair Value (in thousands) Useful Lives Land $ 14,548 Not depreciated Land Improvements 100 5 years Building 10,499 30 years Leasehold Value (24 ) Not depreciated Lease in Place 327 Not depreciated Leasing Commission 51 Not depreciated Other Assets 303 Total Assets Acquired 25,804 Other Liabilities (240 ) Cash paid, net of cash acquired $ 25,564 Real Estate Disposition On September 21, 2016, the Company completed the sale of the parcel of land and office building in Indianapolis, IN, as part of a combined transaction for $6.7 million . As a result of this sale, the Company recognized a pre-tax gain of $0.4 million included in Gain on sale of assets, net in the consolidated statements of income. The gain recognized is net of transaction costs. |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2016 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Discontinued Operations In the first quarter of 2014 , the Company's management approved a plan to sell the three Company-owned hotels operated under the MainStay Suites brand. The Company determined that this disposal transaction met the definition of a discontinued operation since the operations and cash flows of this component would be eliminated from the on-going operations of the Company and the Company will not have significant continuing involvement in the operations of the hotels after the disposal transaction. The operations related to these three Company-owned hotels were reported as a component of "Corporate and Other" for segment reporting purposes. The results of operations for the year ended December 31, 2014 presented in these Consolidated Financial Statements reflect these three Company-owned hotels as discontinued operations. There was no impact on 2016 or 2015 from these discontinued operations. Unless noted otherwise, discussion in the notes to the consolidated financial statements pertain to continuing operations. Summarized financial information related to the discontinued operations is as follows: For the Year Ended December 31, 2014 (in thousands) Revenues Hotel operations $ 801 Total revenues 801 Operating Expenses Hotel operations 927 Total operating expenses 927 Operating income (loss) (126 ) Gain on disposal of discontinued operations 2,807 Income from discontinued operations before income taxes 2,681 Income taxes 994 Income from discontinued operations, net of income taxes $ 1,687 |
Selected Quarterly Financial Da
Selected Quarterly Financial Data - (Unaudited) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Selected Quarterly Financial Data - (Unaudited) | Selected Quarterly Financial Data—(Unaudited) First (1) Second Third Fourth 2016 (2) (in thousands, except per share data) Revenues $ 207,118 $ 241,751 $ 267,577 $ 208,195 $ 924,641 Operating income $ 42,873 $ 64,942 $ 78,618 $ 52,462 $ 238,895 Income before income taxes $ 30,378 $ 55,610 $ 70,200 $ 43,792 $ 199,980 Net income $ 21,163 $ 38,822 $ 47,565 $ 31,821 $ 139,371 Earnings per share: Basic $ 0.38 $ 0.69 $ 0.85 $ 0.57 $ 2.48 Diluted $ 0.37 $ 0.68 $ 0.84 $ 0.56 $ 2.46 First Second Third Fourth 2015 (2) (in thousands, except per share data) Revenues $ 175,245 $ 232,156 $ 241,526 $ 210,951 $ 859,878 Operating income $ 41,404 $ 62,917 $ 73,803 $ 47,195 $ 225,319 Income before income taxes $ 31,034 $ 52,879 $ 62,268 $ 37,804 $ 183,985 Net income $ 21,594 $ 35,813 $ 41,419 $ 29,203 $ 128,029 Earnings per share: Basic $ 0.38 $ 0.62 $ 0.72 $ 0.52 $ 2.24 Diluted $ 0.37 $ 0.62 $ 0.72 $ 0.51 $ 2.22 (1) Results for the quarter ended March 31, 2016 reflect the adoption of ASU No. 2016-09, which requires companies to recognize excess benefits related to the exercise of share based awards in the provision for income taxes rather than additional paid-in-capital. The Company adopted the standard during the second quarter of 2016 and applied the required adjustments as of January 1, 2016. The impact of the adoption to the previously reported first quarter 2016 results was a $1.6 million reduction of income tax expense. See Footnote No. 1 “Recently Adopted Accounting Guidance” of the Notes to our Financial Statements for information related to our adoption of ASU No. 2016-09. (2) The sum of the earnings per share for the four quarters may differ from annual earnings per share due to the required method of computing the weighted average shares in interim periods . The matters which affect the comparability of the quarterly results include the following: • Seasonality: The Company’s revenues and operating income reflect the industry’s seasonality and as a result are lower in the first and fourth quarters and higher in the second and third quarters. • Investment income and losses: The Company’s net income reflects gains and losses related to the Company’s investments held in non-qualified retirement plans and are subject to market conditions. • Acquisition: On August 11, 2015 , the Company acquired a business that provides SaaS solutions for vacation rental management companies (see Note 27). The results of this acquired business have been consolidated with the Company since August 11, 2015 . |
Future Adoption of Accounting S
Future Adoption of Accounting Standards | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Future Adoption of Accounting Standards | Future Adoption of Accounting Standards In May 2014, the FASB issued ASU No. 2014-09, Revenue From Contracts with Customers (Topic 606) ("ASU No. 2014-09") and issued subsequent amendments to the initial guidance at various points of 2015 and 2016 within ASU No. 2015-14, ASU No. 2016-08, ASU No. 2016-10, ASU No. 2016-12, and ASU No. 2016-20 (these ASUs collectively referred to as "Topic 606"). Topic 606 impacts virtually all aspects of an entity's revenue recognition and supersedes the revenue recognition requirements in Topic 605, Revenue Recognition, as well as most industry-specific guidance. Topic 606 significantly enhances comparability of revenue recognition practices across entities and industries by providing a principles-based, comprehensive framework for addressing revenue recognition issues. In order for a provider of promised goods or services to recognize as revenue the consideration that it expects to receive in exchange for the promised goods or services, the provider should apply the following five steps: (1) identify the contract with a customer(s); (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when (or as) the entity satisfies a performance obligation. Topic 606 also specifies the accounting for some costs to obtain or fulfill a contract with a customer and provides enhanced disclosure requirements. Topic 606 is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. The guidance permits the retrospective or modified retrospective method when adopting Topic 606. The Company intends to adopt the standard in the annual period beginning January 1, 2018, and has not yet determined the method of adoption. The Company's evaluation is still preliminary for all areas below. The Company has determined royalties earned in exchange for a license to brand intellectual property on franchise agreements will be recognized in revenue over time typically after the occurrence of a completed stay, which is consistent with current practice. We are continuing to evaluate the services we provide as part of the franchise agreement, including the Choice Privileges loyalty program and other programs we operate as part of the marketing and reservation system, to determine if they are distinct from the license to brand intellectual property and thus represent separate performance obligations. We do not expect significant changes to the pattern of revenue recognition regardless of these determinations. The Company has determined initial and relicensing fees earned upon execution of a franchise agreement will be recognized as revenue ratably as services are provided over the enforceable period of the franchise license arrangement. This represents a change from current practice, whereby the Company typically will recognize revenue for initial and relicensing fees in full in the period of agreement execution. Similarly, the Company has determined sales commissions paid upon the execution of a franchise agreement will be recognized as expense ratably over the same period as revenues are recognized. This also represents a change, as the Company’s current practice is typically to recognize expense for sales commissions in full in the period of agreement execution. The Company is in the process of finalizing the periods of recognition and calculating the expected impacts for this revision. The Company believes the timing of recognition for profits from the sale of real estate assets will be accelerated under Topic 606 resulting from the removal of real estate specific guidance. The Company is in the process of calculating the expected impact of this revision. We continue to evaluate the accounting for other Company revenue streams for impacts as a result of adopting the standard. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) ("ASU No. 2016-02"). ASU No. 2016-02 requires lessees to recognize most leases on their balance sheet by recording a liability for its lease obligation and an asset for its right to use the underlying asset as of the lease commencement date. The standard requires entities to determine whether an arrangement contains a lease or a service agreement as the accounting treatment is significantly different between the two arrangements. The standard also requires the lessee to evaluate whether a lease is a financing lease or an operating lease as the accounting and presentation guidance between the two are different. ASU No. 2016-02 also modifies the classification criteria and accounting for sales-type and direct financing leases for lessors. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently assessing the potential impact that ASU No. 2016-02 will have on the financial statements and disclosures. In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326) ("ASU No. 2016-13"), which will require the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. The guidance is effective for annual reporting periods beginning after December 15, 2019 and interim periods within those fiscal years. The Company is currently assessing the potential impact that ASU No. 2016-13 will have on its consolidated financial position or results of operations. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows - Classification of Certain Cash Receipts and Cash Payments ("ASU No. 2016-15"). ASU No. 2016-15 provides additional guidance on eight specific cash flow issues, such as the classification of debt prepayments or extinguishment costs, contingent consideration payments made after a business combination, and distributions received from equity method investees. The guidance is effective for annual reporting periods beginning after December 15, 2017 and interim periods within those fiscal years. Early adoption is permitted. The Company is currently assessing the potential impact that ASU No. 2016-15 will have on the financial statements and disclosures. In October 2016, the FASB issued ASU 2016-16, Income Taxes (Topic 740) - Intra-Entity Transfers of Assets Other Than Inventory ("ASU No. 2016-16"). ASU No. 2016-16 provides guidance on recognition of current income tax consequences for intercompany asset transfers (other than inventory) at the time of transfer. This represents a change from current GAAP, where the consolidated tax consequences of intercompany asset transfers are deferred from the time of transfer to a future period. The guidance is effective for annual reporting periods beginning after December 15, 2017 and interim periods within those fiscal years. Early adoption at the beginning of an annual period is permitted. The Company is currently assessing the potential impact that ASU No. 2016-16 will have on the financial statements and disclosures. In October 2016, the FASB issued ASU 2016-17, Consolidation (Topic 810) - Interests Held through Related Parties That Are under Common Control ("ASU No. 2016-17"). ASU No. 2016-17 alters the primary beneficiary assessment a reporting entity must perform as part of consolidation analysis to determine whether it should consolidate certain types of legal entities. Under current GAAP, indirect interests held through related parties under common control are to be considered in their entirety by the reporting entity in performing the primary beneficiary assessment. ASU No. 2016-17 will revise the guidance such that indirect interests held through related parties under common control will be considered on a proportionate basis in performing the primary beneficiary assessment. The guidance is effective for annual reporting periods beginning after December 15, 2016 and interim periods within those fiscal years. Early adoption is permitted. The Company is currently assessing the potential impact that ASU No. 2016-17 will have on the financial statements and disclosures. In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230) Restricted Cash ("ASU 2016-18"). ASU 216-18 ASU requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The guidance is effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The Company is currently assessing the potential impact that ASU No. 2016-18 will have on the financial statements and disclosures. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On January 13, 2017 , the Company entered into a joint venture agreement to acquire a site located in San Francisco, CA and develop into a Cambria hotel & suites. An initial capital contribution was made in the amount of $25.3 million . On February 25, 2017 , the Company's board of directors declared a quarterly cash dividend of $0.215 per share of common stock. The dividend is payable on April 18, 2017 to shareholders of record on April 3, 2017 . |
Schedule II-Valuation And Quali
Schedule II-Valuation And Qualifying Accounts | 12 Months Ended |
Dec. 31, 2015 | |
Valuation and Qualifying Accounts [Abstract] | |
Schedule II-Valuation and Qualifying Accounts | CHOICE HOTELS INTERNATIONAL, INC. AND SUBSIDIARIES SCHEDULE II-VALUATION AND QUALIFYING ACCOUNTS (In thousands of dollars) Description Balance at Beginning of Period Additions/Charges to Profit & Loss Recoveries/Write offs Balance at End of Period Accounts Receivable: Year ended December 31, 2016 Allowance for Doubtful Accounts $ 8,718 $ 5,083 $ (5,244 ) $ 8,557 Year ended December 31, 2015 Allowance for Doubtful Accounts $ 10,084 $ 4,382 $ (5,748 ) $ 8,718 Year ended December 31, 2014 Allowance for Doubtful Accounts $ 12,187 $ 4,090 $ (6,193 ) $ 10,084 Notes Receivable: Year ended December 31, 2016 Allowance for Doubtful Accounts $ 6,765 $ 2,319 $ (1,654 ) $ 7,430 Year ended December 31, 2015 Allowance for Doubtful Accounts $ 5,987 $ 1,742 $ (964 ) $ 6,765 Year ended December 31, 2014 Allowance for Doubtful Accounts $ 11,546 $ 2,630 $ (8,189 ) $ 5,987 |
Summary of Significant Accoun40
Summary of Significant Accounting Policies (Policy) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements present the financial position, results of operations and cash flows of Choice Hotels International, Inc., a Delaware corporation and subsidiaries (the "Company"). The Company consolidates entities under its control, including variable interest entities where it is deemed to be the primary beneficiary. Investments in unconsolidated affiliates where the Company is not deemed to be the primary beneficiary but where the Company exercises significant influence over the operating and financial policies of the investee are accounted for by the equity method. All significant inter-company accounts and transactions have been eliminated in consolidation. The consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States of America ("GAAP") and require management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Accordingly, ultimate results could differ from those estimates. In the opinion of management, the accompanying consolidated financial statements include all normal and recurring adjustments that are necessary to fairly present the financial position, results of operations and cash flows of the Company. |
Revenue Recognition | Revenue Recognition The Company enters into franchise agreements to provide franchisees with various marketing services, a centralized reservation system and limited non-exclusive rights to utilize the Company’s registered trade names and trademarks. These agreements typically have an initial term from ten to thirty years with provisions permitting franchisees or the Company to terminate the franchise agreement under certain circumstances, such as upon designated anniversaries of the agreement, before the end of the agreement term. In most instances, initial franchise and relicensing fees are recognized upon execution of the franchise agreement because the initial franchise and relicensing fees are non-refundable and the Company is not required to provide initial services to the franchisee prior to hotel opening. The initial franchise and relicensing fees related to executed franchise agreements which include incentives, such as future potential cash rebates or forgivable promissory notes, are deferred and recognized when the incentive criteria are met or the agreement is terminated, whichever occurs first. Royalty and marketing and reservation system revenues, which are typically based on a percentage of gross room revenues or the number of hotel rooms of each franchisee, are recorded when earned and realizable from the franchisee. Franchise fees based on a percentage of gross room revenues are recognized in the same period that the underlying gross room revenues are earned by the Company's franchisees. An estimate of uncollectible revenue is charged to bad debt expense and included in selling, general and administrative ("SG&A") and marketing and reservation expenses in the accompanying consolidated statements of income. The Company generates procurement services revenues from qualified vendors. Procurement services revenues are generally based on the level of goods or services purchased from qualified vendors by hotel franchise owners and hotel guests who stay in the Company’s franchised hotels or based on marketing services provided by the Company on behalf of the qualified vendors to hotel owners and guests. The Company recognizes procurement services revenues when the services are performed or the product is delivered, evidence of an arrangement exists, the fee is fixed or determinable and collectibility is reasonably assured. The Company defers the recognition of procurement services’ revenues related to upfront fees. Such upfront fees are generally recognized over a period corresponding to the Company’s estimate of the life of the arrangement. |
Marketing and Reservation Revenues and Expenses | Marketing and Reservation System Revenues and Expenses The Company’s franchise agreements require the payment of certain marketing and reservation system fees, which are used exclusively by the Company for expenses associated with providing franchise services such as national marketing, operating a guest loyalty program, media advertising, central reservation systems and technology services. The Company is contractually obligated to expend the marketing and reservation system revenue it collects from franchisees in accordance with the franchise agreements; as such, no income or loss to the Company is generated. In accordance with the franchise agreements, the Company includes in marketing and reservation system expenses an allocation of costs for certain activities, such as human resources, facilities, legal, accounting, etc., required to carry out marketing and reservation activities. The Company records marketing and reservation system revenues and expenses on a gross basis since the Company is the primary obligor in the arrangement, maintains the credit risk, establishes the price and nature of the marketing or reservation services and retains discretion in supplier selection. In addition, net advances to and recoveries from the franchise system for marketing and reservation activities are presented as cash flows from operating activities. Marketing and reservation system revenues not expended in the current year are deferred and recorded as a liability in the Company's balance sheet and are carried over to the next fiscal year and expended in accordance with the franchise agreements or utilized to repay previous advances. Marketing and reservation system expenses incurred in excess of revenues are recorded as an asset in the Company's balance sheet, with a corresponding reduction in costs, and are similarly recovered in subsequent years. Under the terms of the franchise agreements, the Company may advance capital and incur costs as necessary for marketing and reservation activities and recover such advances through future fees. The Company evaluates the recoverability of marketing and reservation costs incurred in excess of cumulative marketing and reservation system revenues earned on a periodic basis. The Company will record a reserve when, based on current information and events, it is probable that it will be unable to collect all amounts advanced for marketing and reservation activities according to the contractual terms of the franchise agreements. These advances are considered to be unrecoverable if the expected net, undiscounted cash flows from marketing and reservation activities are less than the carrying amount of the asset. The Company believes that any credit risk associated with cumulative cost advances for marketing and reservation system activities is mitigated due to the contractual right to recover these amounts from a large geographically dispersed group of franchisees. Choice Privileges is the Company’s frequent guest incentive marketing program. Choice Privileges enables members to earn points based on their spending levels with franchisees and, to a lesser degree, through participation in affiliated partners’ programs, such as those offered by credit card companies. The points, which the Company accumulates and tracks on the members’ behalf, may be redeemed for free accommodations or other benefits. The Company provides Choice Privileges as a marketing program to franchised hotels and collects a percentage of program members’ room revenue from franchises to operate the program. Revenues are deferred in an amount equal to the estimated fair value of the future redemption obligation. The Company develops an estimate of the eventual redemption rates and point values using various actuarial methods. These judgmental factors determine the required liability attributable to outstanding points. Upon redemption of points, the Company recognizes the previously deferred revenue as well as the corresponding expense relating to the cost of the awards redeemed. Revenues in excess of the estimated future redemption obligation are recognized when earned to reimburse the Company for costs incurred to operate the program, including administrative costs, marketing, promotion, and performing member services. |
Accounts Receivable and Credit Risk | Accounts Receivable and Credit Risk Accounts receivable consist primarily of franchise and related fees due from hotel franchises and are recorded at the invoiced amount. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in the existing accounts receivable. The Company determines the allowance considering historical write-off experience and a review of aged receivable balances. However, the Company considers its credit risk associated with trade receivables to be partially mitigated due to the dispersion of these receivables across a large number of geographically diverse franchisees. The Company records bad debt expense in SG&A and marketing and reservation system expenses in the accompanying consolidated statements of income based on its assessment of the ultimate realizability of trade receivables considering historical collection experience and the economic environment. When the Company determines that an account is not collectible, the account is written-off to the associated allowance for doubtful accounts. |
Advertising Costs | Advertising Costs The Company expenses advertising costs as the advertising occurs. Advertising expense was $102.7 million , $116.9 million and $93.7 million for the years ended December 31, 2016 , 2015 and 2014 , respectively. The Company includes advertising costs primarily in marketing and reservation system expenses on the accompanying consolidated statements of income. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments purchased with a maturity of three months or less at the date of purchase to be cash equivalents. The Company maintains cash balances in domestic banks, which, at times, may exceed the limits of amounts insured by the Federal Deposit Insurance Corporation. In addition, the Company also maintains cash balances in international banks which do not provide deposit insurance. |
Capitalization Policies | Capitalization Policies Property and equipment are recorded at cost and depreciated using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized over the shorter of the lease term or their useful lives. Major renovations and replacements incurred during construction are capitalized. Additionally, the Company capitalizes any interest incurred during construction of property and equipment or the development of software. Upon sale or retirement of property, the cost and related accumulated depreciation are eliminated from the accounts and any related gain or loss is recognized in the accompanying consolidated statements of income. Maintenance, repairs and minor replacements are charged to expense as incurred. Costs for computer software developed for internal use are capitalized during the application development stage and depreciated using the straight-line method over the estimated useful lives of the software. Software licenses pertaining to cloud computing arrangements that are capitalized are amortized using the straight-line method over the shorter of the cloud computing arrangement term or their useful lives. Leased property meeting certain capital lease criteria is capitalized and the present value of the related lease payments is recorded as a liability. The present value of the minimum lease payments are calculated utilizing the lower of the Company’s incremental borrowing rate or the lessor’s interest rate implicit in the lease, if known by the Company. Amortization of capitalized leased assets is computed utilizing the straight-line method over either the shorter of the estimated useful life of the asset or the initial lease term and included in depreciation and amortization in the Company's consolidated statements of income. However, if the lease meets the bargain purchase or transfer of ownership criteria the asset shall be amortized in accordance with the Company’s normal depreciation policy for owned assets. |
Assets Held For Sale | Assets Held for Sale The Company considers property to be assets held for sale when all of the following criteria are met: • Management commits to a plan to sell an asset; • It is unlikely that the disposal plan will be significantly modified or discontinued; • The asset is available for immediate sale in its present condition; • Actions required to complete the sale of the asset have been initiated; • Sale of the asset is probable and the Company expects the completed sale will occur within one year; and • The asset is actively being marketed for sale at a price that is reasonable given its current market value. Upon designation as an asset held for sale, the Company records the carrying value of each asset at the lower of its carrying value or its estimated fair value, less estimated costs to sell, and ceases recording depreciation. If at any time these criteria are no longer met, subject to certain exceptions, the assets previously classified as held for sale are reclassified as held and used and measured individually at the lower of the following: a. the carrying amount before the asset was classified as held for sale, adjusted for any depreciation (amortization) expense that would have been recognized had the asset been continuously classified as held and used; b. the fair value at the date of the subsequent decision not to sell. |
Valuation of Intangibles and Long-Lived Assets | Valuation of Intangibles and Long-Lived Assets The Company evaluates the potential impairment of property and equipment and other long-lived assets, including franchise rights and other definite-lived intangibles, whenever an event or other circumstances indicates that the Company may not be able to recover the carrying value of the asset. When indicators of impairment are present, recoverability is assessed based on net, undiscounted expected cash flows. If the net, undiscounted expected cash flows are less than the carrying amount of the assets, an impairment charge is recorded for the excess of the carrying value over the fair value of the asset. We estimate the fair value of intangibles and long lived assets primarily using undiscounted cash flow analysis. The Company did not identify any indicators of impairment of long-lived assets during the years ended December 31, 2016, 2015 and 2014 . Significant management judgment is involved in evaluating indicators of impairment and developing any required projections to test for recoverability or estimate the fair value of an asset. Furthermore, if management uses different projections or if different conditions occur in future periods, future-operating results could be materially impacted. The Company evaluates the impairment of goodwill and intangible assets with indefinite lives on an annual basis, or during the year if an event or other circumstance indicates that the Company may not be able to recover the carrying amount of the asset. In evaluating these assets for impairment, the Company may elect to first assess qualitative factors to determine whether it is more likely than not that the fair value of the reporting unit or the indefinite lived intangible asset is less than its carrying amount. If the conclusion is that it is not more likely than not that the fair value of the asset is less than its carrying value, then no further testing is required. If the conclusion is that it is more likely than not that the fair value of the asset is less than its carrying value, then a two-step impairment test is performed for goodwill. For indefinite-lived intangibles, the carrying value is compared to the fair value of the asset and an impairment charge is recognized for any excess. The Company may elect to forego the qualitative assessment and move directly to the two-step impairment test for goodwill and the the fair value determination for indefinite-lived intangibles. The Company determines the fair value of its reporting units and indefinite-lived intangibles using income and market methods. The Company did not record any impairment of goodwill or intangible assets with indefinite lives during the years ended December 31, 2016, 2015 and 2014 . |
Variable Interest Entities | Variable Interest Entities In accordance with the guidance for the consolidation of variable interest entities, the Company analyzes its variable interests, including loans, guarantees, and equity investments, to determine if the entity in which the Company has a variable interest is a variable interest entity. The analysis includes both quantitative and qualitative consideration. For those entities determined to be variable interests entities, a further quantitative and qualitative analysis is performed to determine if the Company will be deemed the primary beneficiary. The primary beneficiary is the party who has the power to direct the activities of a variable interest entity that most significantly impact the entity's economic performance and who has an obligation to absorb losses of the entity or a right to receive benefits from the entity that could potentially be significant to the entity. The Company consolidates those entities in which it is determined to be the primary beneficiary. |
Investments in Unconsolidated Entities | Investments in Unconsolidated Entities The Company evaluates an investment in a venture for impairment when circumstances indicate that the carrying value may not be recoverable, for example due to loan defaults, significant under performance relative to historical or projected operating performance, and significant negative industry or economic trends. When there is indication that a loss in value has occurred, the Company evaluates the carrying value compared to the estimated fair value of the investment. Fair value is based upon internally developed discounted cash flow models, third-party appraisals, and if appropriate, current estimated net sales proceeds from pending offers. If the estimated fair value is less than carrying value, management uses its judgment to determine if the decline in value is other-than-temporary. In determining this, the Company considers factors including, but not limited to, the length of time and extent of the decline, loss of values as a percentage of the cost, financial condition and near-term financial projections, the Company's intent and ability to recover the lost value and current economic conditions. For declines in value that are deemed other-than-temporary, impairments are charged to earnings. |
Sales Taxes | Sales Taxes The Company presents taxes collected from customers and remitted to governmental authorities on a net basis and therefore they are excluded from revenues in the consolidated financial statements. |
Foreign Operations | Foreign Operations The United States dollar is the functional currency of the consolidated entities operating in the United States. The functional currency for the consolidated entities operating outside of the United States is generally the currency of the primary economic environment in which the entity primarily generates and expends cash. The Company translates the financial statements of consolidated entities whose functional currency is not the United States dollar into United States dollars. The Company translates assets and liabilities at the exchange rate in effect as of the financial statement date and translates income statement accounts using the weighted average exchange rate for the period. The Company includes translation adjustments from foreign exchange and the effect of exchange rate changes on inter-company transactions of a long-term investment nature as a separate component of shareholders’ deficit. The Company reports foreign currency transaction gains and losses and the effect of inter-company transactions of a short-term or trading nature in SG&A expenses on the consolidated statements of income. |
Derivatives | Derivatives The Company periodically uses derivative instruments as part of its overall strategy to manage exposure to market risks associated with fluctuations in interest rates. All outstanding derivative financial instruments are recognized at their fair values as assets or liabilities. The impact on earnings from recognizing the fair values of these instruments depends on their intended use, their hedge designation and their effectiveness in offsetting changes in the fair values of the exposures they are hedging. The Company does not use derivatives for trading purposes. The effective portion of changes in fair value of derivatives designated as cash flow hedging instruments are recorded as a component of accumulated other comprehensive income (loss) and the ineffective portion is reported currently in earnings. The amounts included in accumulated other comprehensive income are reclassified into earnings in the same period during which the hedged item affects earnings. Amounts reported in earnings are classified consistent with the item being hedged. The Company formally documents all relationships between its hedging instruments and hedged items at inception, including its risk management objective and strategy for establishing various hedge relationships. Cash flows from hedging instruments are classified in the consolidated statements of cash flows consistent with the items being hedged. Hedge accounting is discontinued prospectively when (i) the derivative instrument is no longer effective in offsetting changes in fair value or cash flows of the underlying hedged item, (ii) the derivative instrument expires, is sold, terminated or exercised, or (iii) designating the derivative instrument as a hedge is no longer appropriate. The effectiveness of derivative instruments is assessed at inception and on an ongoing basis. |
Guarantees | Guarantees The Company has historically issued certain guarantees to support the growth of its brands. A liability is recognized for the fair value of such guarantees upon inception of the guarantee and upon any subsequent modification, such as renewals, when the Company remains contingently liable. The fair value of a guarantee is the estimated amount at which the liability could be settled in a current transaction between willing unrelated parties. The Company evaluates these guarantees on a quarterly basis to determine if there is a probable loss requiring recognition. |
Recently Adopted Accounting Guidance and Future Adoption of Accounting Standards | Recently Adopted Accounting Guidance In August 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-15, Presentation of Financial Statements — Going Concern (Subtopic 205-40), Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern ("ASU No. 2014-15"). ASU No. 2014-15 provides guidance about management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern and to provide related footnote disclosure requirements. The footnote disclosure requirements are relevant if management has determined substantial doubt is present. This standard is effective for annual reporting periods ending after December 15, 2016, and for annual periods and interim periods thereafter. The Company adopted this ASU for the annual period ending on December 31, 2016 and it did not have an impact on our consolidated financial statements. In January 2015, the FASB issued ASU No. 2015-01, Income Statement - Extraordinary and Unusual Items (Subtopic 225-20) ("ASU No. 2015-01"). ASU No. 2015-01 changes the requirements for reporting extraordinary and unusual items in the income statement by eliminating the concept of extraordinary items. The presentation and disclosure guidance for items that are unusual in nature or occur infrequently is retained and expanded to include items that are both unusual in nature and infrequently occurring. ASU No. 2015-01 is effective for annual reporting periods beginning after December 15, 2015, including interim periods within that reporting period. The Company adopted this ASU on January 1, 2016 and it did not have an impact on our consolidated financial statements. In February 2015, the FASB issued ASU No. 2015-02, Consolidation (Topic 810) ("ASU No. 2015-02"). ASU No. 2015-02 changes the analysis that a reporting entity must perform to determine whether it should consolidate certain types of legal entities. This guidance must be applied using one of two retrospective application methods and is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. The Company adopted this ASU on January 1, 2016 and it did not have an impact on our consolidated financial statements. In April 2015, the FASB issued ASU No. 2015-05, Intangibles-Goodwill - Internal Use Software (Subtopic 350-40) ("ASU No. 2015-05"). ASU No. 2015-05 provides guidance to customers about whether a cloud computing arrangement includes a software license or should be accounted for as a service contract. The standard is effective for annual reporting periods, including interim periods within those annual periods beginning after December 15, 2015. The Company adopted this ASU on January 1, 2016 , and elected to apply the revised standard prospectively to all new or materially altered agreements signed by the Company. The adoption did not have a material impact on our consolidated financial statements as of the date of adoption. In March 2016, the FASB issued ASU No. 2016-09, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting ("ASU No. 2016-09"). ASU No. 2016-09 requires that excess tax benefits and tax deficiencies should be recognized as income tax expense or benefit to the income statement. The Company must also make an accounting policy election of whether to account for forfeitures based on an estimate of the number of awards that are expected to vest or to account for forfeitures when they occur. In addition, excess tax benefits are required to be classified along with other income tax cash flows as an operating activity on the statement of cash flows and cash paid by an employer when directly withholding shares for tax-withholding purposes should be classified as a financing activity. ASU No. 2016-09 is effective for fiscal years, and interim periods for those years, beginning after December 15, 2016. Early adoption is permitted, but if elected, a Company must adopt all of the amendments in the same period. The Company adopted the new guidance in the second quarter of 2016 and, in accordance with the provisions of ASU 2016-09 applied the required adjustments as of January 1, 2016 , the beginning of the annual period that includes the interim period of adoption. The primary impact of adoption was the recognition of excess tax benefits in the Company's provision for income taxes rather than additional paid-in-capital during the year ended December 31, 2016 . Additional amendments to the accounting for income taxes and minimum statutory withholding tax requirements had no impact to retained earnings as of January 1, 2016 , where the cumulative effect of these changes are required to be recorded. The Company has elected to continue to estimate forfeitures based on an estimate of the number of awards that are expected to vest. The Company also elected to apply the presentation requirements for cash flows related to excess tax benefits retrospectively which resulted in an increase to net cash provided by operating activities and an increase in net cash used by financing activities of $5.2 million and $3.7 million for the years ended December 31, 2015 and 2014 , respectively. Adoption of the new standard resulted in the recognition of tax benefits of $3.4 million in our provision for income taxes rather than additional paid-in-capital for the year ended December 31, 2016 . The impact of the adoption to our previously reported first quarter 2016 results was $1.6 million , reflected as follows: Three Months Ended March 31, 2016 (In thousands, except per share amounts) As Reported As Adjusted Consolidated Statements of Income: Income taxes $ 10,780 $ 9,215 Net income $ 19,598 $ 21,163 Basis earnings per share $ 0.35 $ 0.38 Diluted earnings per share $ 0.35 $ 0.37 Consolidated Statements of Cash Flows: Net cash used by operating activities $ (22,945 ) $ (21,380 ) Net cash provided by financing activities $ 64,192 $ 62,627 March 31, 2016 As Reported As Adjusted Consolidated Balance Sheets: Additional paid-in-capital $ 150,127 $ 148,562 Retained earnings $ 522,854 $ 524,419 In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business ("ASU No. 2017-01"). ASU No. 2017-01 clarifies the definition of a business to assist entities with evaluating when a set of transferred assets and activities is a business. The standard specifies when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business, and provides other evaluation criteria to identify if a set is a business. The ASU is effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those years. Early adoption is permitted, including for interim or annual periods in which the financial statements have not been issued or made available for issuance. The Company adopted this ASU for the interim period beginning October 1, 2016 and it did not have an impact on our consolidated financial statements. The ASU will be applied prospectively to any transactions occurring within the period of adoption. Future Adoption of Accounting Standards In May 2014, the FASB issued ASU No. 2014-09, Revenue From Contracts with Customers (Topic 606) ("ASU No. 2014-09") and issued subsequent amendments to the initial guidance at various points of 2015 and 2016 within ASU No. 2015-14, ASU No. 2016-08, ASU No. 2016-10, ASU No. 2016-12, and ASU No. 2016-20 (these ASUs collectively referred to as "Topic 606"). Topic 606 impacts virtually all aspects of an entity's revenue recognition and supersedes the revenue recognition requirements in Topic 605, Revenue Recognition, as well as most industry-specific guidance. Topic 606 significantly enhances comparability of revenue recognition practices across entities and industries by providing a principles-based, comprehensive framework for addressing revenue recognition issues. In order for a provider of promised goods or services to recognize as revenue the consideration that it expects to receive in exchange for the promised goods or services, the provider should apply the following five steps: (1) identify the contract with a customer(s); (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when (or as) the entity satisfies a performance obligation. Topic 606 also specifies the accounting for some costs to obtain or fulfill a contract with a customer and provides enhanced disclosure requirements. Topic 606 is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. The guidance permits the retrospective or modified retrospective method when adopting Topic 606. The Company intends to adopt the standard in the annual period beginning January 1, 2018, and has not yet determined the method of adoption. The Company's evaluation is still preliminary for all areas below. The Company has determined royalties earned in exchange for a license to brand intellectual property on franchise agreements will be recognized in revenue over time typically after the occurrence of a completed stay, which is consistent with current practice. We are continuing to evaluate the services we provide as part of the franchise agreement, including the Choice Privileges loyalty program and other programs we operate as part of the marketing and reservation system, to determine if they are distinct from the license to brand intellectual property and thus represent separate performance obligations. We do not expect significant changes to the pattern of revenue recognition regardless of these determinations. The Company has determined initial and relicensing fees earned upon execution of a franchise agreement will be recognized as revenue ratably as services are provided over the enforceable period of the franchise license arrangement. This represents a change from current practice, whereby the Company typically will recognize revenue for initial and relicensing fees in full in the period of agreement execution. Similarly, the Company has determined sales commissions paid upon the execution of a franchise agreement will be recognized as expense ratably over the same period as revenues are recognized. This also represents a change, as the Company’s current practice is typically to recognize expense for sales commissions in full in the period of agreement execution. The Company is in the process of finalizing the periods of recognition and calculating the expected impacts for this revision. The Company believes the timing of recognition for profits from the sale of real estate assets will be accelerated under Topic 606 resulting from the removal of real estate specific guidance. The Company is in the process of calculating the expected impact of this revision. We continue to evaluate the accounting for other Company revenue streams for impacts as a result of adopting the standard. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) ("ASU No. 2016-02"). ASU No. 2016-02 requires lessees to recognize most leases on their balance sheet by recording a liability for its lease obligation and an asset for its right to use the underlying asset as of the lease commencement date. The standard requires entities to determine whether an arrangement contains a lease or a service agreement as the accounting treatment is significantly different between the two arrangements. The standard also requires the lessee to evaluate whether a lease is a financing lease or an operating lease as the accounting and presentation guidance between the two are different. ASU No. 2016-02 also modifies the classification criteria and accounting for sales-type and direct financing leases for lessors. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently assessing the potential impact that ASU No. 2016-02 will have on the financial statements and disclosures. In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326) ("ASU No. 2016-13"), which will require the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. The guidance is effective for annual reporting periods beginning after December 15, 2019 and interim periods within those fiscal years. The Company is currently assessing the potential impact that ASU No. 2016-13 will have on its consolidated financial position or results of operations. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows - Classification of Certain Cash Receipts and Cash Payments ("ASU No. 2016-15"). ASU No. 2016-15 provides additional guidance on eight specific cash flow issues, such as the classification of debt prepayments or extinguishment costs, contingent consideration payments made after a business combination, and distributions received from equity method investees. The guidance is effective for annual reporting periods beginning after December 15, 2017 and interim periods within those fiscal years. Early adoption is permitted. The Company is currently assessing the potential impact that ASU No. 2016-15 will have on the financial statements and disclosures. In October 2016, the FASB issued ASU 2016-16, Income Taxes (Topic 740) - Intra-Entity Transfers of Assets Other Than Inventory ("ASU No. 2016-16"). ASU No. 2016-16 provides guidance on recognition of current income tax consequences for intercompany asset transfers (other than inventory) at the time of transfer. This represents a change from current GAAP, where the consolidated tax consequences of intercompany asset transfers are deferred from the time of transfer to a future period. The guidance is effective for annual reporting periods beginning after December 15, 2017 and interim periods within those fiscal years. Early adoption at the beginning of an annual period is permitted. The Company is currently assessing the potential impact that ASU No. 2016-16 will have on the financial statements and disclosures. In October 2016, the FASB issued ASU 2016-17, Consolidation (Topic 810) - Interests Held through Related Parties That Are under Common Control ("ASU No. 2016-17"). ASU No. 2016-17 alters the primary beneficiary assessment a reporting entity must perform as part of consolidation analysis to determine whether it should consolidate certain types of legal entities. Under current GAAP, indirect interests held through related parties under common control are to be considered in their entirety by the reporting entity in performing the primary beneficiary assessment. ASU No. 2016-17 will revise the guidance such that indirect interests held through related parties under common control will be considered on a proportionate basis in performing the primary beneficiary assessment. The guidance is effective for annual reporting periods beginning after December 15, 2016 and interim periods within those fiscal years. Early adoption is permitted. The Company is currently assessing the potential impact that ASU No. 2016-17 will have on the financial statements and disclosures. In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230) Restricted Cash ("ASU 2016-18"). ASU 216-18 ASU requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The guidance is effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The Company is currently assessing the potential impact that ASU No. 2016-18 will have on the financial statements and disclosures. |
Summary of Significant Accoun41
Summary of Significant Accounting Policies Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Schedule of New Accounting Pronouncements | The impact of the adoption to our previously reported first quarter 2016 results was $1.6 million , reflected as follows: Three Months Ended March 31, 2016 (In thousands, except per share amounts) As Reported As Adjusted Consolidated Statements of Income: Income taxes $ 10,780 $ 9,215 Net income $ 19,598 $ 21,163 Basis earnings per share $ 0.35 $ 0.38 Diluted earnings per share $ 0.35 $ 0.37 Consolidated Statements of Cash Flows: Net cash used by operating activities $ (22,945 ) $ (21,380 ) Net cash provided by financing activities $ 64,192 $ 62,627 March 31, 2016 As Reported As Adjusted Consolidated Balance Sheets: Additional paid-in-capital $ 150,127 $ 148,562 Retained earnings $ 522,854 $ 524,419 |
Other Current Assets (Tables)
Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Schedule Of Other Current Assets | Other current assets consist of the following at: December 31, December 31, (in thousands) Prepaid expenses $ 22,210 $ 14,144 Other current assets 4,675 3,423 Total $ 26,885 $ 17,567 |
Notes Receivable and Allowanc43
Notes Receivable and Allowance for Losses (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Accounts and Notes Receivable, Net [Abstract] | |
Past due balances of mezzanine and other notes receivable by credit quality indicators | Past due balances of mezzanine and other notes receivable by credit quality indicators are as follows: 30-89 days Past Due > 90 days Past Due Total Past Due Current Total Mezzanine and Other Notes Receivables As of December 31, 2016 (in thousands) Senior $ — $ — $ — $ 61,482 $ 61,482 Subordinated — — — 9,336 9,336 Unsecured — — — 3,618 3,618 $ — $ — $ — $ 74,436 $ 74,436 As of December 31, 2015 Senior $ — $ — $ — $ 40,388 $ 40,388 Subordinated — — — 6,197 6,197 Unsecured — — — 3,526 3,526 $ — $ — $ — $ 50,111 $ 50,111 |
Schedule of notes receivable | A summary of the Company's notes receivable and related allowances are as follows: December 31, 2016 December 31, 2015 (in thousands) Credit Quality Indicator Forgivable Notes Receivable Mezzanine & Other Notes Receivable Total Forgivable Notes Receivable Mezzanine & Other Notes Receivable Total Senior $ — $ 61,482 $ 61,482 $ — $ 40,388 $ 40,388 Subordinated — 9,336 9,336 — 6,197 6,197 Unsecured 51,475 3,618 55,093 44,333 3,526 47,859 Total notes receivable 51,475 74,436 125,911 44,333 50,111 94,444 Allowance for losses on non-impaired loans 5,013 1,647 6,660 4,615 1,364 5,979 Allowance for losses on receivables specifically evaluated for impairment — 770 770 — 786 786 Total loan reserves 5,013 2,417 7,430 4,615 2,150 6,765 Net carrying value $ 46,462 $ 72,019 $ 118,481 $ 39,718 $ 47,961 $ 87,679 Current portion, net $ 333 $ 7,540 $ 7,873 $ 143 $ 4,964 $ 5,107 Long-term portion, net 46,129 64,479 110,608 39,575 42,997 82,572 Total $ 46,462 $ 72,019 $ 118,481 $ 39,718 $ 47,961 $ 87,679 |
Summary of activity related to allowance for losses | The following table summarizes the activity related to the Company’s Forgivable Notes Receivable and Mezzanine & Other Notes Receivable allowance for losses for the years ended December 31, 2016 and 2015 : Year ended December 31, 2016 Year ended December 31, 2015 Forgivable Notes Receivable Mezzanine & Other Notes Receivable Forgivable Notes Receivable Mezzanine & Other Notes Receivable (in thousands) Beginning balance $ 4,615 $ 2,150 $ 3,661 $ 2,326 Provisions 1,458 861 1,742 — Recoveries (96 ) (164 ) (739 ) (176 ) Write-offs (666 ) (430 ) (752 ) — Other (1) (298 ) — 703 — Ending balance $ 5,013 $ 2,417 $ 4,615 $ 2,150 (1) Consists of default rate assumption changes and changes in foreign exchange rates |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Components of Property and Equipment | The components of property and equipment are: December 31, 2016 2015 (in thousands) Land and land improvements $ 3,107 $ 3,107 Facilities in progress and software under development 19,825 21,089 Computer equipment and software 132,610 117,762 Buildings and leasehold improvements 37,232 37,205 Furniture, fixtures and equipment 16,919 17,158 Assets under capital lease 4,827 4,827 214,520 201,148 Less: Accumulated depreciation and amortization (130,459 ) (112,990 ) Property and equipment, at cost, net $ 84,061 $ 88,158 |
Schedule of Estimated Useful Lives | A summary of the ranges of estimated useful lives upon which depreciation rates are based follows: Computer equipment and software 2-7 years Buildings and leasehold improvements 10-40 years Furniture, fixtures and equipment 3-8 years Assets under capital leases 3-8 years |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The following is a summary of changes in the carrying amount of goodwill for the years ended December 31, 2016 and 2015 : December 31, 2015 Acquisitions Foreign Exchange Impairment December 31, 2016 Franchising $ 65,813 $ — $ — $ — $ 65,813 Other 13,514 — (422 ) — 13,092 $ 79,327 $ — $ (422 ) $ — $ 78,905 December 31, 2014 Acquisitions (1) Foreign Exchange Impairment December 31, 2015 Franchising $ 65,813 $ — $ — $ — $ 65,813 Other — 13,682 (168 ) — 13,514 $ 65,813 $ 13,682 $ (168 ) $ — $ 79,327 (1) See Footnote 27 "Acquisition" The following table details the carrying amount of our goodwill at December 31, 2016 and 2015 : December 31, 2016 2015 (in thousands) Goodwill $ 79,097 $ 79,519 Accumulated impairment losses (192 ) (192 ) Net carrying amount $ 78,905 $ 79,327 |
Intangible assets (Tables)
Intangible assets (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Franchise Rights and Other Identifiable Intangible Assets | The components of franchising rights and other intangible assets at December 31, 2016 and 2015 are as follows: As of December 31, 2016 As of December 31, 2015 Gross Carrying Amount Accumulated Amortization Net Carrying Value Gross Carrying Amount Accumulated Amortization Net Carrying Value Unamortized Intangible Assets Trademarks (1) $ 1,014 $ — $ 1,014 $ 1,014 $ — $ 1,014 Amortized Intangible Assets Capitalized SaaS Licenses (2) 5,007 313 4,694 — — — Franchise Rights (3) 81,062 80,829 233 81,169 80,685 484 Trademarks (4) 12,672 9,261 3,411 12,004 8,628 3,376 Contract Acquisition Costs (5) 4,943 670 4,273 5,102 203 4,899 Acquired Lease Rights (6) 2,237 124 2,113 2,237 62 2,175 105,921 91,197 14,724 100,512 89,578 10,934 Total $ 106,935 $ 91,197 $ 15,738 $ 101,526 $ 89,578 $ 11,948 (1) Acquisition of the Suburban brand. The tradename is expected to generate future cash flows for an indefinite period of time. (2) Software licenses capitalized under a SaaS agreement are amortized over a period of 3 to 5 years. (3) Represents the purchase price assigned to long-term franchise contracts. The unamortized balance relates primarily to the acquisition of the Econo Lodge, Suburban and Choice Hotels Australia franchise rights. The franchise rights are being amortized over lives ranging from 5 to 25 years on a straight-line basis. (4) Generally amortized on a straight-line basis over a period of 8 to 40 years. (5) Customer contracts acquired in a business combination. Amortized on a straight-line basis over a period of 5 to 12 years. (6) Acquired lease rights recognized in conjunction with the acquisition of an office building. The costs are being amortized over the 36 year term of the lease in place. |
Schedule of Intangible Assets, Estimated Annual Amortization Expense | The estimated annual amortization expense related to the Company’s amortizable intangible assets for each of the years ending December 31, 2017 through 2021 is as follows: Year (In millions) 2017 $ 2.6 2018 $ 2.6 2019 $ 2.2 2020 $ 1.3 2021 $ 1.1 |
Investments in Unconsolidated47
Investments in Unconsolidated Entities (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity method investment ownership interests and financial information | Equity method investment ownership interests at December 31, 2016 and 2015 are as follows: Ownership Interest Equity Method Investment December 31, 2016 December 31, 2015 Main Street WP Hotel Associates, LLC 50 % 50 % FBC-CHI Hotels, LLC 40 % 40 % CS Hotel 30W46th, LLC 25 % 25 % CS Brickell, LLC 50 % 50 % CS Maple Grove, LLC 50 % 50 % CS Hotel West Orange, LLC 50 % 50 % Hotel JV Services, LLC* 16 % 16 % City Market Hotel Development, LLC 43 % 43 % CS at Phoenix, LLC — % 50 % CS Woodlands, LLC 50 % 50 % 926 James M. Wood Boulevard, LLC 75 % — % CS Dallas Elm, LLC 45 % — % Choice Hotels Canada, Inc.* 50 % 50 % *Non-variable interest entity investments The following tables present summarized financial information for all unconsolidated ventures in which the Company holds an investment that is accounted for under the equity method. Year Ended December 31, 2016 2015 2014 (in thousands) Revenues $ 72,393 $ 44,015 $ 30,608 Operating income (loss) 9,878 1,196 (2,533 ) Income from continuing operations 4,603 (2,382 ) (3,616 ) Net income (loss) 4,598 (2,382 ) (4,670 ) As of December 31, 2016 2015 (in thousands) Current assets $ 47,294 $ 44,951 Non-current assets 346,550 257,022 Total assets $ 393,844 $ 301,973 Current liabilities $ 22,274 $ 22,217 Non-current liabilities 143,769 104,344 Total liabilities $ 166,043 $ 126,561 |
Other Assets (Table)
Other Assets (Table) | 12 Months Ended |
Dec. 31, 2016 | |
Other Assets, Noncurrent [Abstract] | |
Components of Other Assets | Other assets consist of the following at: December 31, 2016 2015 (in thousands) Land and buildings $ 29,023 $ 10,206 Advances to marketing and reservation system activities (see Note 7) 18,069 — Other assets 6,565 6,701 Total $ 53,657 $ 16,907 |
Accrued Expenses and Other Cu49
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Accrued Liabilities [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses and other current liabilities consist of the following: December 31, 2016 2015 (in thousands) Accrued compensation and benefits $ 38,657 $ 34,107 Accrued interest 16,593 16,553 Dividends payable 12,112 11,548 Deferred rent and unamortized lease incentives 2,471 2,250 Termination benefits 4,041 600 Other liabilities and contingencies 6,514 5,590 Total $ 80,388 $ 70,648 |
Deferred Revenue (Tables)
Deferred Revenue (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Deferred Revenue and Credits [Abstract] | |
Components of Deferred Revenue | Deferred revenue consists of the following: December 31, 2016 2015 (in thousands) Loyalty programs $ 115,851 $ 62,258 Initial, relicensing and franchise fees 9,352 6,530 Procurement services fees 7,668 2,353 Other 347 446 Total $ 133,218 $ 71,587 |
Other Non-Current Liabilities (
Other Non-Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Other Liabilities, Noncurrent [Abstract] | |
Schedule of Other Non-Current Liabilities | Other non-current liabilities consist of the following at: December 31, 2016 2015 (in thousands) Marketing and reservation system liability (see Note 7) $ — $ 30,662 Deferred rent and unamortized lease incentives 11,620 13,485 Deferred revenue 15,196 13,085 Uncertain tax positions 3,359 3,620 Other liabilities 8,678 7,731 Total $ 38,853 $ 68,583 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Components of Debt | Debt consists of the following at: December 31, 2016 2015 (in thousands) $400 million senior unsecured notes with an effective interest rate of 6.0% less deferred issuance costs of $4.7 million and $5.4 million at December 31, 2016 and 2015, respectively $ 395,316 $ 394,618 $250 million senior unsecured notes with an effective interest rate of 6.19%, less a discount and deferred issuance costs of $1.1 million and $1.4 million at December 31, 2016 and 2015, respectively 248,875 248,568 $450 million senior unsecured credit facility with an effective interest rate of 2.23% and 2.17%, less deferred issuance costs of $2.6 million and $3.0 million at December 31, 2016 and 2015, respectively 182,359 156,025 Fixed rate collateralized mortgage with an effective interest rate of 4.57%, plus a fair value adjustment of $0.7 million and $0.9 million at December 31, 2016 and 2015, respectively 9,432 10,048 Economic development loans with an effective rate interest rate of 3.0% at December 31, 2016 and 2015 3,712 3,712 Capital lease obligations due 2016 with an effective interest rate of 3.18% at December 31, 2016 and 2015 — 430 Other notes payable 910 735 Total debt 840,604 814,136 Less current portion 1,195 1,191 Total long-term debt $ 839,409 $ 812,945 |
Schedule of Maturities of Long-term Debt | Scheduled principal maturities of debt, net of unamortized discounts, premiums and deferred issuance costs, as of December 31, 2016 were as follows: Year Ending Senior Notes Revolving Credit Other Notes Total (in thousands) 2017 $ — $ — $ 1,195 $ 1,195 2018 — — 588 588 2019 — — 497 497 2020 248,875 — 8,062 256,937 2021 — 182,359 — 182,359 Thereafter 395,316 — 3,712 399,028 Total payments 644,191 182,359 14,054 840,604 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value of Assets | As of December 31, 2016 and 2015 , the Company had the following assets measured at fair value on a recurring basis: Fair Value Measurements at Reporting Date Using Total Level 1 Level 2 Level 3 Assets (in thousands) December 31, 2016 Money market funds, included in cash and cash equivalents $ 50,085 $ — $ 50,085 $ — Mutual funds (1) 17,468 17,468 — — Money market funds (1) 1,676 — 1,676 — $ 69,229 $ 17,468 $ 51,761 $ — December 31, 2015 Money market funds, included in cash and cash equivalents $ 50,001 $ — $ 50,001 $ — Mutual funds (1) 16,542 16,542 — — Money market funds (1) 1,307 — 1,307 — $ 67,850 $ 16,542 $ 51,308 $ — ____________________________ (1) Included in Investments, employee benefit plans, at fair value on consolidated balance sheets. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Income Tax, Domestic and Foreign | Total income from continuing operations before income taxes, classified by source of income, was as follows: Year Ended December 31, 2016 2015 2014 (in thousands) U.S. $ 168,692 $ 151,209 $ 138,616 Outside the U.S. 31,288 32,776 35,142 Income from continuing operations before income taxes $ 199,980 $ 183,985 $ 173,758 |
Schedule of Components of Income Tax Expense (Benefit) | The provision for income taxes, classified by the timing and location of payment, was as follows: Year Ended December 31, 2016 2015 2014 (in thousands) Current tax expense Federal $ 62,216 $ 50,794 $ 67,985 State 8,163 5,476 6,278 Foreign 745 592 1,689 Deferred tax (benefit) expense Federal (7,723 ) (112 ) (21,398 ) State (2,655 ) (737 ) (2,116 ) Foreign (137 ) (57 ) (153 ) Income taxes $ 60,609 $ 55,956 $ 52,285 |
Schedule of Deferred Tax Assets and Liabilities | Net deferred tax assets consisted of: December 31, 2016 2015 (in thousands) Property, equipment and intangible assets $ (9,171 ) $ (8,899 ) Accrued compensation 17,365 16,274 Accrued expenses 43,176 35,415 Foreign operations (941 ) (868 ) Valuation allowance on foreign deferred tax assets (145 ) (153 ) Foreign net operating losses 2,064 1,897 Valuation allowance on foreign net operating losses (1,270 ) (1,383 ) Deferred tax asset on unrecognized tax positions 1,107 1,200 Other 335 (1,555 ) Net deferred tax assets $ 52,520 $ 41,928 |
Schedule of Income Tax Balance Sheet Presentation | Balance sheet presentation: December 31, 2016 2015 (in thousands) Non-current net deferred tax assets $ 52,812 $ 42,434 Non-current net deferred tax liabilities (292 ) (506 ) Net deferred tax assets $ 52,520 $ 41,928 |
Schedule of Effective Income Tax Rate Reconciliation | The statutory United States federal income tax rate reconciles to the effective income tax rates for continuing operations as follows: Year Ended December 31, 2016 2015 2014 Statutory U.S. federal income tax rate 35.0 % 35.0 % 35.0 % State income taxes, net of federal tax benefit 1.7 % 1.7 % 1.6 % Benefits and taxes related to foreign operations (5.2 )% (6.2 )% (6.2 )% Windfall tax benefit on share-based compensation (1.7 )% — % — % Unrecognized tax positions 0.2 % (0.2 )% (0.4 )% Other 0.3 % 0.1 % 0.1 % Effective income tax rates 30.3 % 30.4 % 30.1 % |
Reconciliation of Unrecognized Tax Benefits | The following table presents a reconciliation of the beginning and ending amounts of unrecognized tax benefits: 2016 2015 2014 (in thousands) Balance, January 1 $ 3,137 $ 3,395 $ 4,047 Changes for tax positions of prior years 580 116 5 Increases for tax positions related to the current year 181 772 1,201 Settlements and lapsing of statutes of limitations (1,207 ) (1,146 ) (1,858 ) Balance, December 31 $ 2,691 $ 3,137 $ 3,395 |
Share-Based Compensation and 55
Share-Based Compensation and Capital Stock (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Weighted Average Assumptions of Black-Scholes Option-Pricing Model | The fair value of the options granted was estimated on the grant date using the Black-Scholes option-pricing model with the following weighted average assumptions: 2016 2015 2014 Risk-free interest rate 1.22 % 1.45 % 1.56 % Expected volatility 23.76 % 23.94 % 25.01 % Expected life of stock option 4.6 years 4.6 years 4.5 years Dividend yield 1.59 % 1.23 % 1.62 % Requisite service period 4 years 4 years 4 years Contractual life 7 years 7 years 7 years Weighted average fair value of options granted (per option) $ 9.30 $ 12.39 $ 8.82 |
Schedule of Options Outstanding and Exercisable | The following table summarizes information about stock options outstanding at December 31, 2016 : Options Outstanding Options Exercisable Range of Exercise Prices Number Weighted Average Weighted Number Weighted $24.38 to $29.25 154,880 2.1 years $ 27.03 154,880 $ 27.03 $29.26 to $34.12 144,696 1.1 years $ 31.31 144,696 $ 31.31 $34.13 to $39.00 154,537 3.1 years $ 36.76 115,893 $ 36.76 $39.01 to $43.87 — — $ — — $ — $43.88 to $48.75 582,017 4.2 years $ 45.59 289,114 $ 45.59 $48.76 to $65.00 1,157,372 5.8 years $ 56.09 112,386 $ 63.47 2,193,502 4.6 years $ 48.26 816,969 $ 40.75 |
Summary of Activity Related to Restricted Stock Grants | The following table is a summary of activity related to restricted stock grants for the year ended December 31: 2016 2015 2014 Restricted shares granted 204,333 125,510 154,833 Weighted average grant date fair value per share $ 51.53 $ 61.41 $ 46.81 Aggregate grant date fair value ($000) $ 10,529 $ 7,707 $ 7,248 Restricted shares forfeited 28,996 19,833 23,804 Vesting service period of shares granted 12 - 48 months 12 - 48 months 12 - 48 months Fair value of shares vested ($000) $ 7,506 $ 12,311 $ 10,280 |
Summary of Activity Related to PVRSU Grants | The following table is a summary of activity related to PVRSU grants for the years ended December 31, 2016, 2015 and 2014 : 2016 2015 2014 Performance vested restricted stock units granted at target 89,944 71,006 24,678 Weighted average grant date fair value per share $ 47.85 $ 58.12 $ 45.59 Aggregate grant date fair value ($000) $ 4,304 $ 4,127 $ 1,125 Stock units forfeited 54,556 6,079 22,099 Requisite service period 9-43 months 36-43 months 36 months |
Summary of Change in Stock-Based Award Activity | A summary of stock-based award activity as of December 31, 2016, 2015 and 2014 and the changes during the years are presented below: 2016 Stock Options Restricted Stock Performance Vested Options Weighted Weighted Shares Weighted Shares Weighted Outstanding at January 1, 2016 2,084,201 $ 41.36 384,490 $ 47.40 226,737 $ 45.09 Granted 745,769 $ 51.49 204,333 $ 51.53 89,944 $ 47.85 Performance-Based Leveraging* — $ — — $ — 2,043 $ 36.76 Exercised/Vested (529,210 ) $ 24.47 (152,015 ) $ 43.61 (28,188 ) $ 36.76 Expired (13,620 ) $ 57.62 — $ — — $ — Forfeited (93,638 ) $ 53.63 (28,996 ) $ 51.22 (54,556 ) $ 42.82 Outstanding at December 31, 2016 2,193,502 $ 48.26 4.6 years 407,812 $ 50.61 235,980 $ 47.59 Options exercisable at December 31, 2016 816,969 $ 40.75 3.3 years * PVRSU units outstanding have been increased by 2,043 units during the year ended December 31, 2016 , due to the Company exceeding the targeted performance conditions contained in PVRSU's granted in prior periods. 2015 Stock Options Restricted Stock Performance Vested Options Weighted Weighted Shares Weighted Shares Weighted Outstanding at January 1, 2015 1,903,177 $ 33.03 479,556 $ 40.14 200,286 $ 38.28 Granted 498,911 $ 63.47 125,510 $ 61.41 71,006 $ 58.12 Performance-Based Leveraging* — $ — — $ — 3,850 $ 35.60 Exercised/Vested (295,037 ) $ 23.91 (200,743 ) $ 38.94 (42,326 ) $ 35.60 Expired — $ — — $ — — $ — Forfeited (22,850 ) $ 55.44 (19,833 ) $ 46.17 (6,079 ) $ 32.90 Outstanding at December 31, 2015 2,084,201 $ 41.36 4.0 years 384,490 $ 47.40 226,737 $ 45.09 Options exercisable at December 31, 2015 991,202 $ 29.57 2.3 years * PVRSU units outstanding have been increased by 3,850 units during the year ended December 31, 2015 , due to the Company exceeding the targeted performance conditions contained in PVRSU's granted in prior periods. 2014 Stock Options Restricted Stock Performance Vested Options Weighted Weighted Shares Weighted Shares Weighted Outstanding at January 1, 2014 1,661,952 $ 26.44 563,345 $ 36.64 216,342 $ 37.34 Granted 651,757 $ 45.59 154,833 $ 46.81 24,678 $ 45.59 Performance-Based Leveraging* — $ — — $ — 10,251 $ 41.25 Exercised/Vested (390,290 ) $ 25.87 (214,818 ) $ 35.91 (28,886 ) $ 41.25 Expired — $ — — $ — — $ — Forfeited (20,242 ) $ 34.33 (23,804 ) $ 38.97 (22,099 ) $ 34.77 Outstanding at December 31, 2014 1,903,177 $ 33.03 3.8 years 479,556 $ 40.14 200,286 $ 38.28 Options exercisable at December 31, 2014 995,173 $ 25.06 2.0 years * PVRSU units outstanding have been increased by 10,251 units during the year ended December 31, 2014 , due to the Company exceeding the targeted performance conditions contained in PVRSU's granted in prior periods. |
Pre-Tax Stock-Based Compensation Expenses and Associated Income Tax Benefits | The components of the Company’s pretax stock-based compensation expense and associated income tax benefits are as follows for the years ended December 31: (in millions) 2016 2015 2014 Stock options $ 4.6 $ 3.4 $ 2.4 Restricted stock 7.5 6.8 7.2 Performance vested restricted stock units 2.5 1.9 (0.2 ) Total $ 14.6 $ 12.1 $ 9.4 Income tax benefits $ 5.4 $ 4.5 $ 3.5 |
Schedule of Unrecognized Compensation Cost, Nonvested Awards | The total unrecognized compensation costs related to stock-based awards that have not yet vested and the related weighted average amortization period over which the costs are to be recognized as of December 31, 2016 are as follows: Unrecognized Weighted (in millions) Stock options $ 9.8 2.6 years Restricted stock 13.8 2.5 years Performance vested restricted stock units 4.5 2.0 years Total $ 28.1 |
Accumulated Other Comprehensi56
Accumulated Other Comprehensive Loss (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Components of Accumulated Other Comprehensive Loss | The components of accumulated other comprehensive loss is as follows: December 31, 2016 2015 2014 (in thousands) Foreign currency translation adjustments $ (5,362 ) $ (4,756 ) $ (2,087 ) Deferred loss on cash flow hedge (3,160 ) (4,022 ) (4,884 ) Total accumulated other comprehensive loss $ (8,522 ) $ (8,778 ) $ (6,971 ) |
Changes in Accumulated Other Comprehensive Loss, by Component | The following represents the changes in accumulated other comprehensive loss, net of tax by component for the years ended December 31, 2016 and 2015 : Year Ended December 31, 2016 Year Ended December 31, 2015 Loss on Cash Flow Hedge Foreign Currency Items Total Loss on Cash Flow Hedge Foreign Currency Items Total (in thousands) (in thousands) Beginning Balance $ (4,022 ) $ (4,756 ) $ (8,778 ) $ (4,884 ) $ (2,087 ) $ (6,971 ) Other comprehensive loss before reclassification — (606 ) (606 ) — (2,669 ) (2,669 ) Amounts reclassified from accumulated other comprehensive income 862 — 862 862 — 862 Net current period other comprehensive income (loss) 862 (606 ) 256 862 (2,669 ) (1,807 ) Ending Balance $ (3,160 ) $ (5,362 ) $ (8,522 ) $ (4,022 ) $ (4,756 ) $ (8,778 ) |
Reclassification out of Accumulated Other Comprehensive Loss | The amounts reclassified from other accumulated other comprehensive income (loss) during the years ended December 31, 2016 and 2015 were reclassified to the following line items in the Company's Consolidated Statements of Income. Component Amount Reclassified from Accumulated Other Comprehensive Income(Loss) Affected Line Item in the Consolidated Statement of Income Year ended December 31, 2016 Year ended December 31, 2015 (in thousands) Loss on cash flow hedge Interest rate contract $ 862 $ 862 Interest expense — — Tax (expense) benefit $ 862 $ 862 Net of tax |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Earnings Per Common Share | The computation of basic and diluted earnings per common share is as follows: Year Ended December 31, 2016 2015 2014 (in thousands, except per share amounts) Computation of Basic Earnings Per Share: Numerator: Net income from continuing operations $ 139,371 $ 128,029 $ 121,473 Net income from discontinued operations — — 1,687 Net income 139,371 128,029 123,160 Income allocated to participating securities (975 ) (889 ) (1,075 ) Net income available to common shareholders $ 138,396 $ 127,140 $ 122,085 Denominator Weighted average common shares outstanding -- basic 55,872 56,814 57,730 Basic earnings per share -- Continuing operations $ 2.48 $ 2.24 $ 2.08 Basic earnings per share -- Discontinued operations — — 0.03 $ 2.48 $ 2.24 $ 2.11 Computation of Diluted Earnings Per Share: Numerator: Net income from continuing operations $ 139,371 $ 128,029 $ 121,473 Net income from discontinued operations — — 1,687 Net income 139,371 128,029 123,160 Income allocated to participating securities (972 ) (884 ) (1,069 ) Net income available to common shareholders $ 138,399 $ 127,145 $ 122,091 Denominator: Weighted average common shares outstanding -- basic 55,872 56,814 57,730 Diluted effect of stock options and PVRSUs 283 459 526 Weighted average commons shares outstanding -- diluted 56,155 57,273 58,256 Diluted earnings per share -- Continuing operations $ 2.46 $ 2.22 $ 2.07 Diluted earnings per share -- Discontinued operations — — 0.03 $ 2.46 $ 2.22 $ 2.10 |
Operating Leases (Tables)
Operating Leases (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Leases [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases | Future minimum lease payments are as follows: 2017 2018 2019 2020 2021 Thereafter Total (in thousands) Minimum lease payments $ 12,171 $ 10,962 $ 10,122 $ 8,995 $ 7,814 $ 11,114 $ 61,178 Minimum sublease rentals (366 ) (372 ) (124 ) — — — (862 ) $ 11,805 $ 10,590 $ 9,998 $ 8,995 $ 7,814 $ 11,114 $ 60,316 |
Condensed Consolidating Finan59
Condensed Consolidating Financial Statements (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Condensed Consolidating Statement of Income | Choice Hotels International, Inc. Condensed Consolidating Statement of Income For the Year Ended December 31, 2016 (in thousands) Parent Guarantor Non-Guarantor Eliminations Consolidated REVENUES: Royalty fees $ 300,119 $ 145,946 $ 42,249 $ (167,767 ) $ 320,547 Initial franchise and relicensing fees 23,284 — 669 — 23,953 Procurement services 30,355 — 871 — 31,226 Marketing and reservation system 482,836 431,125 16,232 (404,477 ) 525,716 Other items, net 15,040 631 8,119 (591 ) 23,199 Total revenues 851,634 577,702 68,140 (572,835 ) 924,641 OPERATING EXPENSES: Selling, general and administrative 163,891 131,517 21,678 (168,358 ) 148,728 Marketing and reservation system 499,656 414,302 16,235 (404,477 ) 525,716 Depreciation and amortization 1,838 7,456 2,411 — 11,705 Total operating expenses 665,385 553,275 40,324 (572,835 ) 686,149 Gain on sale of assets, net — 453 (50 ) — 403 Operating income 186,249 24,880 27,766 — 238,895 OTHER INCOME AND EXPENSES, NET: Interest expense 43,866 1 579 — 44,446 Equity in earnings of consolidated subsidiaries (48,073 ) 641 — 47,432 — Other items, net (1,402 ) (1,047 ) (3,082 ) — (5,531 ) Other income and expenses, net (5,609 ) (405 ) (2,503 ) 47,432 38,915 Income from continuing operations before income taxes 191,858 25,285 30,269 (47,432 ) 199,980 Income taxes 52,487 7,912 210 — 60,609 Net income $ 139,371 $ 17,373 $ 30,059 $ (47,432 ) $ 139,371 Choice Hotels International, Inc. Condensed Consolidating Statement of Income For the Year Ended December 31, 2015 (in thousands) Parent Guarantor Non-Guarantor Eliminations Consolidated REVENUES: Royalty fees $ 280,739 $ 134,944 $ 46,055 $ (160,230 ) $ 301,508 Initial franchise and relicensing fees 23,934 — 746 — 24,680 Procurement services 26,387 — 684 — 27,071 Marketing and reservation system 446,358 454,916 15,827 (428,338 ) 488,763 Other items, net 13,744 — 4,203 (91 ) 17,856 Total revenues 791,162 589,860 67,515 (588,659 ) 859,878 OPERATING EXPENSES: Selling, general and administrative 154,591 120,800 19,184 (160,321 ) 134,254 Marketing and reservation system 464,439 437,378 15,284 (428,338 ) 488,763 Depreciation and amortization 2,405 7,595 1,542 — 11,542 Total operating expenses 621,435 565,773 36,010 (588,659 ) 634,559 Operating income 169,727 24,087 31,505 — 225,319 OTHER INCOME AND EXPENSES, NET: Interest expense 42,276 2 555 — 42,833 Equity in earnings of consolidated subsidiaries (45,155 ) 373 — 44,782 — Other items, net (957 ) 198 (740 ) — (1,499 ) Other income and expenses, net (3,836 ) 573 (185 ) 44,782 41,334 Income from continuing operations before income taxes 173,563 23,514 31,690 (44,782 ) 183,985 Income taxes 45,534 10,351 71 — 55,956 Income from from continuing operations, net of income taxes 128,029 13,163 31,619 (44,782 ) 128,029 Income from discontinued operations, net of income taxes — — — — — Net income $ 128,029 $ 13,163 $ 31,619 $ (44,782 ) $ 128,029 Choice Hotels International, Inc. Condensed Consolidating Statement of Income For the Year Ended December 31, 2014 (in thousands) Parent Guarantor Subsidiaries Non-Guarantor Eliminations Consolidated REVENUES: Royalty fees $ 262,540 $ 121,295 $ 44,357 $ (140,654 ) $ 287,538 Initial franchise and relicensing fees 18,753 — 728 — 19,481 Procurement services 22,959 23 837 — 23,819 Marketing and reservation system 367,726 369,359 18,783 (343,249 ) 412,619 Other items 13,758 16 739 — 14,513 Total revenues 685,736 490,693 65,444 (483,903 ) 757,970 OPERATING EXPENSES: Selling, general and administrative 137,759 110,504 13,809 (140,654 ) 121,418 Marketing and reservation system 383,584 354,342 17,942 (343,249 ) 412,619 Depreciation and amortization 3,038 5,679 648 — 9,365 Total operating expenses 524,381 470,525 32,399 (483,903 ) 543,402 Operating income 161,355 20,168 33,045 — 214,568 OTHER INCOME AND EXPENSES, NET: Interest expense 41,454 3 29 — 41,486 Equity in earnings of consolidated subsidiaries (45,426 ) (765 ) — 46,191 — Other items, net (1,465 ) 567 222 — (676 ) Other income and expenses, net (5,437 ) (195 ) 251 46,191 40,810 Income from continuing operations before income taxes 166,792 20,363 32,794 (46,191 ) 173,758 Income taxes 43,632 7,922 731 — 52,285 Income from continuing operations, net of income taxes 123,160 12,441 32,063 (46,191 ) 121,473 Income from discontinued operations, net of income taxes — — 1,687 — 1,687 Net income $ 123,160 $ 12,441 $ 33,750 $ (46,191 ) $ 123,160 |
Condensed Consolidating Statement of Comprehensive Income | Choice Hotels International, Inc. Condensed Consolidating Statement of Comprehensive Income For the Year Ended December 31, 2016 (in thousands) Parent Guarantor Non-Guarantor Eliminations Consolidated Net income $ 139,371 $ 17,373 $ 30,059 $ (47,432 ) $ 139,371 Other comprehensive income (loss), net of tax: Amortization of loss on cash flow hedge 862 — — — 862 Foreign currency translation adjustment (606 ) — (606 ) 606 (606 ) Other comprehensive income (loss), net of tax 256 — (606 ) 606 256 Comprehensive income $ 139,627 $ 17,373 $ 29,453 $ (46,826 ) $ 139,627 Choice Hotels International, Inc. Condensed Consolidating Statement of Comprehensive Income For the Year Ended December 31, 2015 (in thousands) Parent Guarantor Non-Guarantor Eliminations Consolidated Net income $ 128,029 $ 13,163 $ 31,619 $ (44,782 ) $ 128,029 Other comprehensive income (loss), net of tax: Amortization of loss on cash flow hedge 862 — — — 862 Foreign currency translation adjustment (2,669 ) — (2,669 ) 2,669 (2,669 ) Other comprehensive income (loss), net of tax (1,807 ) — (2,669 ) 2,669 (1,807 ) Comprehensive income $ 126,222 $ 13,163 $ 28,950 $ (42,113 ) $ 126,222 Choice Hotels International, Inc. Condensed Consolidating Statement of Comprehensive Income For the Year Ended December 31, 2014 (in thousands) Parent Guarantor Non-Guarantor Eliminations Consolidated Net income $ 123,160 $ 12,441 $ 33,750 $ (46,191 ) $ 123,160 Other comprehensive income (loss), net of tax: Amortization of loss on cash flow hedge 861 — — — 861 Foreign currency translation adjustment (1,615 ) — (1,615 ) 1,615 (1,615 ) Other comprehensive income (loss), net of tax (754 ) — (1,615 ) 1,615 (754 ) Comprehensive income $ 122,406 $ 12,441 $ 32,135 $ (44,576 ) $ 122,406 |
Condensed Consolidating Balance Sheet | Choice Hotels International, Inc. Condensed Consolidating Balance Sheet As of December 31, 2016 (in thousands) Parent Guarantor Non-Guarantor Eliminations Consolidated ASSETS Cash and cash equivalents $ 14,696 $ 159 $ 187,608 $ — $ 202,463 Receivables, net 96,128 1,556 9,802 (150 ) 107,336 Other current assets 9,120 29,281 4,470 (7,797 ) 35,074 Total current assets 119,944 30,996 201,880 (7,947 ) 344,873 Property and equipment, at cost, net 44,236 21,718 18,107 — 84,061 Goodwill 65,813 — 13,092 — 78,905 Franchise rights and other identifiable intangibles, net 5,279 3,494 6,965 — 15,738 Notes receivable, net of allowances 16,285 42,398 51,925 — 110,608 Investments, employee benefit plans, at fair value — 16,975 — — 16,975 Investments in affiliates 526,166 50,798 — (576,964 ) — Advances to affiliates 14,929 123,074 17 (138,020 ) — Deferred income taxes 40,459 14,234 — (1,881 ) 52,812 Other assets 18,259 76,933 53,304 — 148,496 Total assets $ 851,370 $ 380,620 $ 345,290 $ (724,812 ) $ 852,468 LIABILITIES AND SHAREHOLDERS’ DEFICIT Accounts payable $ 14,296 $ 29,705 $ 4,220 $ (150 ) $ 48,071 Accrued expenses and other current liabilities 31,352 45,179 3,857 — 80,388 Deferred revenue 132,217 — 1,107 (106 ) 133,218 Other current liabilities 8,480 7 1,195 (7,691 ) 1,991 Total current liabilities 186,345 74,891 10,379 (7,947 ) 263,668 Long-term debt 826,551 3,712 9,146 — 839,409 Deferred compensation & retirement plan obligations — 21,584 11 — 21,595 Advances from affiliates 135,879 1,188 953 (138,020 ) — Other liabilities 13,944 15,631 11,451 (1,881 ) 39,145 Total liabilities 1,162,719 117,006 31,940 (147,848 ) 1,163,817 Total shareholders’ (deficit) equity (311,349 ) 263,614 313,350 (576,964 ) (311,349 ) Total liabilities and shareholders’ deficit $ 851,370 $ 380,620 $ 345,290 $ (724,812 ) $ 852,468 Choice Hotels International, Inc. Condensed Consolidating Balance Sheet As of December 31, 2015 (in thousands) Parent Guarantor Non-Guarantor Eliminations Consolidated ASSETS Cash and cash equivalents $ 13,529 $ 19 $ 179,893 $ — $ 193,441 Receivables 79,381 1,132 8,992 (153 ) 89,352 Other current assets 19,029 14,176 5,331 (10,376 ) 28,160 Total current assets 111,939 15,327 194,216 (10,529 ) 310,953 Property and equipment, at cost, net 37,857 33,575 16,726 — 88,158 Goodwill 60,620 5,193 13,514 — 79,327 Franchise rights and other identifiable intangibles, net 2,965 1,013 7,970 — 11,948 Notes receivable, net of allowance 18,866 38,957 24,749 — 82,572 Investments, employee benefit plans, at fair value — 17,674 — — 17,674 Investments in affiliates 473,448 37,182 — (510,630 ) — Advances to affiliates 17,144 212,773 7,789 (237,706 ) — Deferred income taxes 10,664 33,936 — (2,166 ) 42,434 Other assets 319 45,383 38,348 (106 ) 83,944 Total assets $ 733,822 $ 441,013 $ 303,312 $ (761,137 ) $ 717,010 LIABILITIES AND SHAREHOLDERS’ DEFICIT Accounts payable $ 12,359 $ 48,238 $ 3,987 $ (153 ) $ 64,431 Accrued expenses and other current liabilities 29,099 45,601 6,378 (10,271 ) 70,807 Deferred revenue 8,749 61,890 1,053 (105 ) 71,587 Current portion of long-term debt — 430 761 — 1,191 Total current liabilities 50,207 156,159 12,179 (10,529 ) 208,016 Long-term debt 799,212 3,712 10,021 — 812,945 Deferred compensation & retirement plan obligations — 22,849 10 — 22,859 Advances from affiliates 235,629 257 1,820 (237,706 ) — Other liabilities 44,673 15,755 10,933 (2,272 ) 69,089 Total liabilities 1,129,721 198,732 34,963 (250,507 ) 1,112,909 Total shareholders’ (deficit) equity (395,899 ) 242,281 268,349 (510,630 ) (395,899 ) Total liabilities and shareholders’ deficit $ 733,822 $ 441,013 $ 303,312 $ (761,137 ) $ 717,010 |
Condensed Consolidating Statement of Cash Flows | Choice Hotels International, Inc. Condensed Consolidating Statement of Cash Flows For the Year Ended December 31, 2016 (in thousands) Parent Guarantor Non-Guarantor Eliminations Consolidated Net cash provided by operating activities $ 63,838 $ 53,468 $ 35,386 $ (657 ) $ 152,035 CASH FLOWS FROM INVESTING ACTIVITIES: Investment in property and equipment (21,338 ) (2,554 ) (1,299 ) — (25,191 ) Investment in intangible assets (680 ) (1,900 ) — — (2,580 ) Acquisitions, net of cash acquired — — (1,341 ) — (1,341 ) Acquisitions of real estates — — (28,583 ) — (28,583 ) Proceeds from sale of assets — — 11,462 — 11,462 Contributions to equity method investments — (34,593 ) (68 ) — (34,661 ) Distributions from equity method investments — — 3,700 — 3,700 Issuance of mezzanine and other notes receivable (8,382 ) — (24,222 ) — (32,604 ) Collections of mezzanine and other notes receivable 11,070 — — — 11,070 Purchases of investments, employee benefit plans — (1,661 ) — — (1,661 ) Proceeds from sales of investments, employee benefit plans — 1,911 — — 1,911 Advances to and investments in affiliates — (29,327 ) — 29,327 — Divestment in affiliates — 15,226 — (15,226 ) — Other items, net 100 — (89 ) — 11 Net cash used in investing activities (19,230 ) (52,898 ) (40,440 ) 14,101 (98,467 ) CASH FLOWS FROM FINANCING ACTIVITIES: Net borrowings (repayments) pursuant to revolving credit facilities 26,000 — (205 ) — 25,795 Principal payments on long-term debt — (430 ) (558 ) — (988 ) Proceeds from the issuance of long-term debt — — — — — Purchase of treasury stock (35,926 ) — — — (35,926 ) Proceeds from other debt agreements — — 550 — 550 Proceeds from exercise of stock options 12,951 — — — 12,951 Debt issuance costs (284 ) — — — (284 ) Proceeds from contributions from affiliates — — 29,327 (29,327 ) — Distributions to affiliates — — (15,226 ) 15,226 — Dividends paid (46,182 ) — (657 ) 657 (46,182 ) Net cash provided from (used in) financing activities (43,441 ) (430 ) 13,231 (13,444 ) (44,084 ) Net change in cash and cash equivalents 1,167 140 8,177 — 9,484 Effect of foreign exchange rate changes on cash and cash equivalents — — (462 ) — (462 ) Cash and cash equivalents at beginning of period 13,529 19 179,893 — 193,441 Cash and cash equivalents at end of period $ 14,696 $ 159 $ 187,608 $ — $ 202,463 Choice Hotels International, Inc. Condensed Consolidating Statement of Cash Flows For the Year Ended December 31, 2015 (in thousands) Parent Guarantor Non-Guarantor Eliminations Consolidated Net cash provided by operating activities $ 100,755 $ 23,814 $ 41,167 $ (657 ) $ 165,079 CASH FLOWS FROM INVESTING ACTIVITIES: Investment in property and equipment (20,242 ) (6,952 ) (571 ) — (27,765 ) Investment in intangible assets (619 ) — (114 ) — (733 ) Business acquisitions, net of cash acquired — — (13,269 ) — (13,269 ) Proceeds from sale of assets 93 4,661 1,593 — 6,347 Acquisitions of real estate (319 ) — (8,881 ) — (9,200 ) Contributions to equity method investments — (22,205 ) (1,532 ) — (23,737 ) Distributions from equity method investments — — 518 — 518 Issuance of mezzanine and other notes receivable (12,753 ) — (24,131 ) — (36,884 ) Collections of mezzanine and other notes receivable 4,849 — — — 4,849 Purchases of investments, employee benefit plans — (3,220 ) — — (3,220 ) Proceeds from sales of investments, employee benefit plans — 3,170 — — 3,170 Advances to and investments in affiliates — (9,418 ) — 9,418 — Divestment in affiliates — 10,735 — (10,735 ) — Other items, net 49 (49 ) 114 — 114 Net cash used in investing activities (28,942 ) (23,278 ) (46,273 ) (1,317 ) (99,810 ) CASH FLOWS FROM FINANCING ACTIVITIES: Net repayments pursuant to revolving credit facilities 159,000 — (133 ) — 158,867 Principal payments on long-term debt (129,374 ) (718 ) (409 ) — (130,501 ) Proceeds from the issuance of long-term debt — 176 — — 176 Purchase of treasury stock (72,873 ) — — — (72,873 ) Debt issuance costs (2,169 ) — — — (2,169 ) Proceeds from exercise of stock options 7,056 — — — 7,056 Proceeds from contributions from affiliates — — 9,418 (9,418 ) — Distributions to affiliates — — (10,735 ) 10,735 — Dividends paid (45,214 ) — (657 ) 657 (45,214 ) Net cash provided from (used in) financing activities (83,574 ) (542 ) (2,516 ) 1,974 (84,658 ) Net change in cash and cash equivalents (11,761 ) (6 ) (7,622 ) — (19,389 ) Effect of foreign exchange rate changes on cash and cash equivalents — — (2,049 ) — (2,049 ) Cash and cash equivalents at beginning of period 25,290 25 189,564 — 214,879 Cash and cash equivalents at end of period $ 13,529 $ 19 $ 179,893 $ — 193,441 Choice Hotels International, Inc. Condensed Consolidating Statement of Cash Flows For the Year Ended December 31, 2014 (in thousands) Parent Guarantor Non-Guarantor Eliminations Consolidated Net cash provided by operating activities $ 141,037 $ 24,521 $ 22,711 $ (657 ) $ 187,612 CASH FLOWS FROM INVESTING ACTIVITIES: Investment in property and equipment (11,234 ) (9,134 ) (578 ) — (20,946 ) Investment in intangible assets (594 ) — (42 ) — (636 ) Proceeds from sale of assets 27 516 15,069 — 15,612 Contributions to equity method investments — (11,390 ) (6,399 ) — (17,789 ) Issuance of mezzanine and other notes receivable (3,340 ) — — — (3,340 ) Collections of mezzanine and other notes receivable 11,289 — — — 11,289 Purchases of investments, employee benefit plans — (2,794 ) — — (2,794 ) Proceeds from sales of investments, employee benefit plans — 964 — — 964 Advances to and investments in affiliates (1,000 ) (5,578 ) — 6,578 — Divestment in affiliates — 3,426 — (3,426 ) — Other items, net 98 — (104 ) — (6 ) Net cash provided from (used in) investing activities (4,754 ) (23,990 ) 7,946 3,152 (17,646 ) CASH FLOWS FROM FINANCING ACTIVITIES: Principal payments on long-term debt (9,375 ) (701 ) (32 ) — (10,108 ) Proceeds from the issuance of long-term debt — 176 74 — 250 Purchase of treasury stock (77,972 ) — — — (77,972 ) Proceeds from exercise of stock options 10,098 — — — 10,098 Proceeds from contributions from affiliates — — 6,578 (6,578 ) — Distributions to affiliates — — (3,426 ) 3,426 — Dividends paid (43,529 ) — (657 ) 657 (43,529 ) Net cash provided from (used in) financing activities (120,778 ) (525 ) 2,537 (2,495 ) (121,261 ) Net change in cash and cash equivalents 15,505 6 33,194 — 48,705 Effect of foreign exchange rate changes on cash and cash equivalents — — (1,621 ) — (1,621 ) Cash and cash equivalents at beginning of period 9,785 19 157,991 — 167,795 Cash and cash equivalents at end of period $ 25,290 $ 25 $ 189,564 $ — $ 214,879 |
Reportable Segment Information
Reportable Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
Schedule of Financial Information for Company's Franchising Segment | The following tables present the financial information for the Company's segments: Year Ended December 31, 2016 Hotel Franchising SkyTouch Technology Corporate & Other Elimination Adjustments Consolidated (in thousands) Revenues $ 915,825 $ 1,933 $ 6,883 $ — $ 924,641 Operating income (loss) 307,354 (18,088 ) (50,371 ) — 238,895 Depreciation and amortization 5,191 1,853 4,661 — 11,705 Income (loss) from continuing operations, before income taxes 307,847 (18,088 ) (89,779 ) — 199,980 Capital expenditures 17,552 1,159 3,256 — 21,967 Total assets 520,674 3,517 328,277 — 852,468 Year Ended December 31, 2015 Hotel Franchising SkyTouch Technology Corporate & Other Elimination Adjustments Consolidated (in thousands) Revenues $ 855,462 $ 1,186 $ 3,230 $ — $ 859,878 Operating income (loss) 285,752 (18,971 ) (41,462 ) — 225,319 Depreciation and amortization 6,762 1,450 3,330 — 11,542 Income (loss) from continuing operations, before income taxes 284,851 (18,971 ) (81,895 ) — 183,985 Capital expenditures 28,662 1,454 4,544 — 34,660 Total assets 397,428 4,073 315,509 — 717,010 Year Ended December 31, 2014 Hotel Franchising SkyTouch Technology Corporate & Other Elimination Adjustment Consolidated (in thousands) Revenues $ 757,370 $ 600 $ — $ — $ 757,970 Operating income (loss) 273,177 (17,065 ) (41,544 ) — 214,568 Depreciation and amortization 6,125 1,007 2,233 — 9,365 Income (loss) from continuing operations, before income taxes 272,520 (17,065 ) (81,697 ) — 173,758 Capital expenditures 19,958 1,816 14,800 — 36,574 Total assets 318,306 4,197 315,414 — 637,917 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Business Combinations [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The Company completed its assessment of the fair value of the assets acquired in the first quarter of 2016 and as a result the allocation is final. The results of operations, assets and liabilities have been reflected within the Company's franchising segment. The fair value of the assets and liabilities and associated useful lives are as follows: Estimated Fair Value (in thousands) Useful Lives Land $ 14,548 Not depreciated Land Improvements 100 5 years Building 10,499 30 years Leasehold Value (24 ) Not depreciated Lease in Place 327 Not depreciated Leasing Commission 51 Not depreciated Other Assets 303 Total Assets Acquired 25,804 Other Liabilities (240 ) Cash paid, net of cash acquired $ 25,564 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Discontinued Operations, Income Statement and Balance Sheet Disclosures | Summarized financial information related to the discontinued operations is as follows: For the Year Ended December 31, 2014 (in thousands) Revenues Hotel operations $ 801 Total revenues 801 Operating Expenses Hotel operations 927 Total operating expenses 927 Operating income (loss) (126 ) Gain on disposal of discontinued operations 2,807 Income from discontinued operations before income taxes 2,681 Income taxes 994 Income from discontinued operations, net of income taxes $ 1,687 |
Selected Quarterly Financial 63
Selected Quarterly Financial Data - (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Financial Data - (Unaudited) | First (1) Second Third Fourth 2016 (2) (in thousands, except per share data) Revenues $ 207,118 $ 241,751 $ 267,577 $ 208,195 $ 924,641 Operating income $ 42,873 $ 64,942 $ 78,618 $ 52,462 $ 238,895 Income before income taxes $ 30,378 $ 55,610 $ 70,200 $ 43,792 $ 199,980 Net income $ 21,163 $ 38,822 $ 47,565 $ 31,821 $ 139,371 Earnings per share: Basic $ 0.38 $ 0.69 $ 0.85 $ 0.57 $ 2.48 Diluted $ 0.37 $ 0.68 $ 0.84 $ 0.56 $ 2.46 First Second Third Fourth 2015 (2) (in thousands, except per share data) Revenues $ 175,245 $ 232,156 $ 241,526 $ 210,951 $ 859,878 Operating income $ 41,404 $ 62,917 $ 73,803 $ 47,195 $ 225,319 Income before income taxes $ 31,034 $ 52,879 $ 62,268 $ 37,804 $ 183,985 Net income $ 21,594 $ 35,813 $ 41,419 $ 29,203 $ 128,029 Earnings per share: Basic $ 0.38 $ 0.62 $ 0.72 $ 0.52 $ 2.24 Diluted $ 0.37 $ 0.62 $ 0.72 $ 0.51 $ 2.22 (1) Results for the quarter ended March 31, 2016 reflect the adoption of ASU No. 2016-09, which requires companies to recognize excess benefits related to the exercise of share based awards in the provision for income taxes rather than additional paid-in-capital. The Company adopted the standard during the second quarter of 2016 and applied the required adjustments as of January 1, 2016. The impact of the adoption to the previously reported first quarter 2016 results was a $1.6 million reduction of income tax expense. See Footnote No. 1 “Recently Adopted Accounting Guidance” of the Notes to our Financial Statements for information related to our adoption of ASU No. 2016-09. (2) The sum of the earnings per share for the four quarters may differ from annual earnings per share due to the required method of computing the weighted average shares in interim periods . |
Summary of Significant Accoun64
Summary of Significant Accounting Policies - Narrative (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Accounting Policies [Abstract] | ||||
Increase (Decrease) in income taxes | $ (1,600,000) | $ 5,775,000 | $ 808,000 | $ 139,000 |
Significant Accounting Policies [Line Items] | ||||
Advertising expense | 102,700,000 | 116,900,000 | 93,700,000 | |
Goodwill impairment | 0 | 0 | 0 | |
Foreign currency transaction gains and (losses) | (800,000) | (500,000) | (1,100,000) | |
Net cash provided by operating activities | (21,380,000) | 152,035,000 | 165,079,000 | 187,612,000 |
Net cash used in financing activities | $ 62,627,000 | (44,084,000) | (84,658,000) | (121,261,000) |
Trademarks | ||||
Significant Accounting Policies [Line Items] | ||||
Impairment of intangible assets, indefinite-lived (excluding goodwill) | $ 0 | 0 | 0 | |
Minimum | ||||
Significant Accounting Policies [Line Items] | ||||
Franchise agreement, initial term | 10 years | |||
Maximum | ||||
Significant Accounting Policies [Line Items] | ||||
Franchise agreement, initial term | 30 years | |||
New Accounting Pronouncement, Early Adoption, Effect | Accounting Standards Update 2016-09 | ||||
Significant Accounting Policies [Line Items] | ||||
Net cash provided by operating activities | 5,200,000 | 3,700,000 | ||
Net cash used in financing activities | $ (5,200,000) | $ (3,700,000) | ||
Tax benefits resulting from early adoption of accounting standard | $ 3,400,000 |
Summary of Significant Accoun65
Summary of Significant Accounting Policies Financial Impact of Adoption of New Accounting Standards (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Significant Accounting Policies [Line Items] | |||||||||||
Income taxes | $ 9,215 | $ 60,609 | $ 55,956 | $ 52,285 | |||||||
Net income | $ 31,821 | $ 47,565 | $ 38,822 | $ 21,163 | $ 29,203 | $ 41,419 | $ 35,813 | $ 21,594 | $ 139,371 | $ 128,029 | $ 123,160 |
Basic earnings per share (in dollars per share) | $ 0.38 | $ 2.48 | $ 2.24 | $ 2.11 | |||||||
Diluted earnings per share (in dollars per share) | $ 0.37 | $ 2.46 | $ 2.22 | $ 2.10 | |||||||
Net cash used by operating activities | $ (21,380) | $ 152,035 | $ 165,079 | $ 187,612 | |||||||
Net cash provided by financing activities | 62,627 | (44,084) | (84,658) | $ (121,261) | |||||||
Additional paid-in-capital | 159,045 | 148,562 | 149,895 | 159,045 | 149,895 | ||||||
Retained earnings | $ 607,560 | 524,419 | $ 514,897 | $ 607,560 | $ 514,897 | ||||||
Scenario, Previously Reported | |||||||||||
Significant Accounting Policies [Line Items] | |||||||||||
Income taxes | 10,780 | ||||||||||
Net income | $ 19,598 | ||||||||||
Basic earnings per share (in dollars per share) | $ 0.35 | ||||||||||
Diluted earnings per share (in dollars per share) | $ 0.35 | ||||||||||
Net cash used by operating activities | $ (22,945) | ||||||||||
Net cash provided by financing activities | 64,192 | ||||||||||
Additional paid-in-capital | 150,127 | ||||||||||
Retained earnings | $ 522,854 |
Other Current Assets - Schedule
Other Current Assets - Schedule Of Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Prepaid Expense and Other Assets, Current [Abstract] | ||
Prepaid expenses | $ 22,210 | $ 14,144 |
Other current assets | 4,675 | 3,423 |
Total | $ 26,885 | $ 17,567 |
Notes Receivable and Allowanc67
Notes Receivable and Allowance for Losses - Narrative (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016USD ($)category | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Number of notes receivable categories for evaluating credit losses | category | 2 | ||
Number of days outstanding to consider loans outstanding past due in order to cease accruing interest (more than) | 30 days | ||
Loan reserves | $ 7,430 | $ 6,765 | |
Proceeds from collection of notes receivable | 11,070 | 4,849 | $ 11,289 |
Notes receivable, related parties | 125,911 | 94,444 | |
Allowance for losses on non-impaired loans | 6,660 | 5,979 | |
Amortization expense | 11,705 | 11,542 | 9,365 |
Mezzanine & Other Notes Receivable | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Loan reserves | 2,417 | 2,150 | 2,326 |
Notes receivable, related parties | 74,436 | 50,111 | |
Allowance for losses on non-impaired loans | 1,647 | 1,364 | |
Mezzanine & Other Notes Receivable | Variable Interest Entity, Not Primary Beneficiary | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Notes receivable | 33,500 | ||
Mezzanine & Other Notes Receivable | Variable Interest Entity, Not Primary Beneficiary | Interest Rate Below Market Rate | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Notes receivable | 2,000 | ||
Notes receivable, discount | 200 | ||
Forgivable Notes Receivable | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Loan reserves | 5,013 | 4,615 | 3,661 |
Notes receivable, related parties | 51,475 | 44,333 | |
Allowance for losses on non-impaired loans | 5,013 | 4,615 | |
Forgivable, unsecured notes, past due | 1,000 | 1,200 | |
Amortization expense | 9,000 | 8,200 | $ 5,000 |
Impaired Loans | Mezzanine & Other Notes Receivable | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Impaired loans, carrying value | 1,900 | 800 | |
Loan reserves on impaired loans | 1,600 | 800 | |
Average notes on nonaccrual status | 1,400 | 800 | |
Interest income on impaired loans, cash basis method | 43 | 33 | |
Non-impaired Loans | Mezzanine & Other Notes Receivable | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Loan reserves | $ 800 | $ 1,400 |
Notes Receivable and Allowanc68
Notes Receivable and Allowance for Losses - Past due balances of mezzanine and other notes receivable (Details) - Mezzanine & Other Notes Receivable - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Financing Receivable, Recorded Investment [Line Items] | ||
Total Past Due | $ 0 | $ 0 |
Current | 74,436 | 50,111 |
Total Mezzanine and Other Notes Receivables | 74,436 | 50,111 |
Senior | ||
Financing Receivable, Recorded Investment [Line Items] | ||
Total Past Due | 0 | 0 |
Current | 61,482 | 40,388 |
Total Mezzanine and Other Notes Receivables | 61,482 | 40,388 |
Subordinated | ||
Financing Receivable, Recorded Investment [Line Items] | ||
Total Past Due | 0 | 0 |
Current | 9,336 | 6,197 |
Total Mezzanine and Other Notes Receivables | 9,336 | 6,197 |
Unsecured | ||
Financing Receivable, Recorded Investment [Line Items] | ||
Total Past Due | 0 | 0 |
Current | 3,618 | 3,526 |
Total Mezzanine and Other Notes Receivables | 3,618 | 3,526 |
Financing Receivables, 30 to 89 Days Past Due | ||
Financing Receivable, Recorded Investment [Line Items] | ||
Total Past Due | 0 | 0 |
Financing Receivables, 30 to 89 Days Past Due | Senior | ||
Financing Receivable, Recorded Investment [Line Items] | ||
Total Past Due | 0 | 0 |
Financing Receivables, 30 to 89 Days Past Due | Subordinated | ||
Financing Receivable, Recorded Investment [Line Items] | ||
Total Past Due | 0 | 0 |
Financing Receivables, 30 to 89 Days Past Due | Unsecured | ||
Financing Receivable, Recorded Investment [Line Items] | ||
Total Past Due | 0 | 0 |
Financing Receivables, Equal to Greater than 90 Days Past Due | ||
Financing Receivable, Recorded Investment [Line Items] | ||
Total Past Due | 0 | 0 |
Financing Receivables, Equal to Greater than 90 Days Past Due | Senior | ||
Financing Receivable, Recorded Investment [Line Items] | ||
Total Past Due | 0 | 0 |
Financing Receivables, Equal to Greater than 90 Days Past Due | Subordinated | ||
Financing Receivable, Recorded Investment [Line Items] | ||
Total Past Due | 0 | 0 |
Financing Receivables, Equal to Greater than 90 Days Past Due | Unsecured | ||
Financing Receivable, Recorded Investment [Line Items] | ||
Total Past Due | $ 0 | $ 0 |
Notes Receivable and Allowanc69
Notes Receivable and Allowance for Losses - Schedule of notes receivable (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Total notes receivable | $ 125,911 | $ 94,444 | |
Allowance for losses on non-impaired loans | 6,660 | 5,979 | |
Allowance for losses on receivables specifically evaluated for impairment | 770 | 786 | |
Total loan reserves | 7,430 | 6,765 | |
Net carrying value | 118,481 | 87,679 | |
Current portion, net | 7,873 | 5,107 | |
Long-term portion, net | 110,608 | 82,572 | |
Senior | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Total notes receivable | 61,482 | 40,388 | |
Subordinated | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Total notes receivable | 9,336 | 6,197 | |
Unsecured | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Total notes receivable | 55,093 | 47,859 | |
Forgivable Notes Receivable | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Total notes receivable | 51,475 | 44,333 | |
Allowance for losses on non-impaired loans | 5,013 | 4,615 | |
Allowance for losses on receivables specifically evaluated for impairment | 0 | 0 | |
Total loan reserves | 5,013 | 4,615 | $ 3,661 |
Net carrying value | 46,462 | 39,718 | |
Current portion, net | 333 | 143 | |
Long-term portion, net | 46,129 | 39,575 | |
Forgivable Notes Receivable | Senior | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Total notes receivable | 0 | 0 | |
Forgivable Notes Receivable | Subordinated | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Total notes receivable | 0 | 0 | |
Forgivable Notes Receivable | Unsecured | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Total notes receivable | 51,475 | 44,333 | |
Mezzanine & Other Notes Receivable | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Total notes receivable | 74,436 | 50,111 | |
Allowance for losses on non-impaired loans | 1,647 | 1,364 | |
Allowance for losses on receivables specifically evaluated for impairment | 770 | 786 | |
Total loan reserves | 2,417 | 2,150 | $ 2,326 |
Net carrying value | 72,019 | 47,961 | |
Current portion, net | 7,540 | 4,964 | |
Long-term portion, net | 64,479 | 42,997 | |
Mezzanine & Other Notes Receivable | Senior | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Total notes receivable | 61,482 | 40,388 | |
Mezzanine & Other Notes Receivable | Subordinated | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Total notes receivable | 9,336 | 6,197 | |
Mezzanine & Other Notes Receivable | Unsecured | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Total notes receivable | $ 3,618 | $ 3,526 |
Notes Receivable and Allowanc70
Notes Receivable and Allowance for Losses - Summary of activity related to allowance for losses (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | ||
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Beginning balance | $ 6,765 | ||
Ending balance | 7,430 | $ 6,765 | |
Forgivable Notes Receivable | |||
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Beginning balance | 4,615 | 3,661 | |
Provisions | 1,458 | 1,742 | |
Recoveries | (96) | (739) | |
Write-offs | (666) | (752) | |
Other | [1] | (298) | 703 |
Ending balance | 5,013 | 4,615 | |
Mezzanine & Other Notes Receivable | |||
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Beginning balance | 2,150 | 2,326 | |
Provisions | 861 | 0 | |
Recoveries | (164) | (176) | |
Write-offs | (430) | 0 | |
Other | [1] | 0 | 0 |
Ending balance | $ 2,417 | $ 2,150 | |
[1] | (1) Consists of default rate assumption changes and changes in foreign exchange rates |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 214,520 | $ 201,148 | |
Less: Accumulated depreciation and amortization | (130,459) | (112,990) | |
Property and equipment, at cost, net | 84,061 | 88,158 | |
Depreciation and amortization | 11,705 | 11,542 | $ 9,365 |
Depreciation expense, excluding marketing and reservation | 5,600 | 4,300 | 3,100 |
Land and land improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 3,107 | 3,107 | |
Facilities in progress and software under development | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 19,825 | 21,089 | |
Computer equipment and software | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 132,610 | 117,762 | |
Buildings and leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 37,232 | 37,205 | |
Furniture, fixtures and equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 16,919 | 17,158 | |
Assets under capital lease | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 4,827 | 4,827 | |
Less: Accumulated depreciation and amortization | (3,800) | (2,900) | |
Property and equipment | |||
Property, Plant and Equipment [Line Items] | |||
Interest costs capitalized | 300 | 300 | |
Software Development | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, at cost, net | 37,800 | 34,700 | |
Depreciation and amortization | $ 11,800 | $ 9,600 | $ 6,300 |
Property and Equipment - Estima
Property and Equipment - Estimated useful lives (Details) | 12 Months Ended |
Dec. 31, 2016 | |
Minimum | Computer equipment and software | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 2 years |
Minimum | Buildings and leasehold improvements | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 10 years |
Minimum | Furniture, fixtures and equipment | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 3 years |
Minimum | Assets under capital leases | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 3 years |
Maximum | Computer equipment and software | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 7 years |
Maximum | Buildings and leasehold improvements | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 40 years |
Maximum | Furniture, fixtures and equipment | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 8 years |
Maximum | Assets under capital leases | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 8 years |
Schedule of Carrying Amount of
Schedule of Carrying Amount of Goodwill (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Goodwill | $ 79,097 | $ 79,519 | |
Accumulated impairment losses | (192) | (192) | |
Net carrying amount | $ 78,905 | $ 79,327 | $ 65,813 |
Goodwill Schedule of Changes in
Goodwill Schedule of Changes in Goodwill (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | ||
Goodwill [Roll Forward] | ||||
Goodwill, Beginning Balance | $ 79,327,000 | $ 65,813,000 | ||
Acquisition | [1] | 0 | 13,682,000 | |
Foreign Exchange | (422,000) | (168,000) | ||
Impairment | 0 | 0 | $ 0 | |
Goodwill, Ending Balance | 78,905,000 | 79,327,000 | 65,813,000 | |
Franchising | ||||
Goodwill [Roll Forward] | ||||
Goodwill, Beginning Balance | 65,813,000 | 65,813,000 | ||
Acquisition | [1] | 0 | 0 | |
Foreign Exchange | 0 | 0 | ||
Impairment | 0 | 0 | ||
Goodwill, Ending Balance | 65,813,000 | 65,813,000 | 65,813,000 | |
Other | ||||
Goodwill [Roll Forward] | ||||
Goodwill, Beginning Balance | 13,514,000 | 0 | ||
Acquisition | [1] | 0 | 13,682,000 | |
Foreign Exchange | (422,000) | (168,000) | ||
Impairment | 0 | 0 | ||
Goodwill, Ending Balance | $ 13,092,000 | $ 13,514,000 | $ 0 | |
[1] | See Footnote 27 "Acquisition" |
Intangible assets - Components
Intangible assets - Components of Franchise Rights and Other Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | ||
Finite-Lived Intangible Assets [Line Items] | |||
Unamortized Intangible Assets | [1] | $ 1,014 | $ 1,014 |
Amortized Intangible Assets, Gross | 105,921 | 100,512 | |
Amortized Intangible Assets, Accumulated Amortization | 91,197 | 89,578 | |
Amortized Intangible Assets, Net | 14,724 | 10,934 | |
Total, Gross | 106,935 | 101,526 | |
Total, Net | 15,738 | 11,948 | |
Capitalized SaaS Licenses | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortized Intangible Assets, Gross | [2] | 5,007 | 0 |
Amortized Intangible Assets, Accumulated Amortization | [2] | 313 | 0 |
Amortized Intangible Assets, Net | [2] | 4,694 | 0 |
Franchise Rights | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortized Intangible Assets, Gross | [2] | 81,062 | 81,169 |
Amortized Intangible Assets, Accumulated Amortization | [2] | 80,829 | 80,685 |
Amortized Intangible Assets, Net | [2] | 233 | 484 |
Trademarks | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortized Intangible Assets, Gross | [3] | 12,672 | 12,004 |
Amortized Intangible Assets, Accumulated Amortization | [3] | 9,261 | 8,628 |
Amortized Intangible Assets, Net | [3] | 3,411 | 3,376 |
Contract Acquisition Costs | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortized Intangible Assets, Gross | [4] | 4,943 | 5,102 |
Amortized Intangible Assets, Accumulated Amortization | [4] | 670 | 203 |
Amortized Intangible Assets, Net | [4] | 4,273 | 4,899 |
Acquired Lease Rights | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortized Intangible Assets, Gross | [5] | 2,237 | 2,237 |
Amortized Intangible Assets, Accumulated Amortization | [5] | 124 | 62 |
Amortized Intangible Assets, Net | [5] | $ 2,113 | $ 2,175 |
Finite-lived intangible asset, useful life | 36 years | ||
Minimum | Capitalized SaaS Licenses | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-lived intangible asset, useful life | 3 years | ||
Minimum | Franchise Rights | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-lived intangible asset, useful life | 5 years | ||
Minimum | Trademarks | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-lived intangible asset, useful life | 8 years | ||
Minimum | Contract Acquisition Costs | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-lived intangible asset, useful life | 5 years | ||
Maximum | Capitalized SaaS Licenses | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-lived intangible asset, useful life | 5 years | ||
Maximum | Franchise Rights | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-lived intangible asset, useful life | 25 years | ||
Maximum | Trademarks | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-lived intangible asset, useful life | 40 years | ||
Maximum | Contract Acquisition Costs | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-lived intangible asset, useful life | 12 years | ||
[1] | Acquisition of the Suburban brand. The tradename is expected to generate future cash flows for an indefinite period of time. | ||
[2] | {F|ahBzfndlYmZpbGluZ3MtaHJkcmoLEgZYTUxEb2MiXlhCUkxEb2NHZW5JbmZvOjdkNDMzZWIyZjM0ODQ4NDFiOTZhZDRmMDRmNDU5ZjUyfFRleHRTZWxlY3Rpb246RjhGMDBEQ0Q2NEVENTc1QkRDN0QyMzA3N0I2RTRFNUUM} | ||
[3] | {F|ahBzfndlYmZpbGluZ3MtaHJkcmoLEgZYTUxEb2MiXlhCUkxEb2NHZW5JbmZvOjdkNDMzZWIyZjM0ODQ4NDFiOTZhZDRmMDRmNDU5ZjUyfFRleHRTZWxlY3Rpb246RUZFNDMyQjI1RDIyMzMzNkZBODUyMzA3N0I2RUE2QkEM} | ||
[4] | Customer contracts acquired in a business combination. Amortized on a straight-line basis over a period of 5 to 12 years. | ||
[5] | Acquired lease rights recognized in conjunction with the acquisition of an office building. The costs are being amortized over the 36 year term of the lease in place. |
Intangible assets - Franchise R
Intangible assets - Franchise Rights Future Amortization Expense (Details) $ in Millions | Dec. 31, 2016USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2,017 | $ 2.6 |
2,018 | 2.6 |
2,019 | 2.2 |
2,020 | 1.3 |
2,021 | $ 1.1 |
Intangible assets - Narrative (
Intangible assets - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Amortization expense | $ 1.8 | $ 3 | $ 3.9 |
Marketing and Reservation Sys78
Marketing and Reservation System Activities (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Advances, Marketing and Reservation Activities [Line Items] | |||
Marketing and reservation system costs exceed marketing and reservation system revenues, amount | $ 18,100 | ||
Advances, marketing and reservation activities | 18,069 | $ 0 | |
Depreciation and amortization | 11,705 | 11,542 | $ 9,365 |
Interest expense | 44,446 | 42,833 | 41,486 |
Marketing and reservation fees | |||
Advances, Marketing and Reservation Activities [Line Items] | |||
Depreciation and amortization | 25,000 | 23,000 | 17,100 |
Reservation activities | |||
Advances, Marketing and Reservation Activities [Line Items] | |||
Interest expense | $ 6 | 27 | $ 1,900 |
Other Long-term Liabilities | |||
Advances, Marketing and Reservation Activities [Line Items] | |||
Advances, marketing and reservation activities | $ 30,700 |
Investments in Unconsolidated79
Investments in Unconsolidated Entities (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Schedule of Equity Method Investments [Line Items] | ||
Net income (loss) attributable to variable interest entities | $ (1.3) | $ (2) |
Variable Interest Entity, Not Primary Beneficiary | ||
Schedule of Equity Method Investments [Line Items] | ||
Investment in unconsolidated joint ventures | $ 91.9 | $ 64.3 |
Investments in Unconsolidated80
Investments in Unconsolidated Entities Investments Ownership Interest (Details) - Variable Interest Entity, Not Primary Beneficiary | Dec. 31, 2016 | Dec. 31, 2015 | |
Main Street WP Hotel Associates, LLC | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity method investment, ownership percentage | 50.00% | 50.00% | |
FBC-CHI Hotels, LLC | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity method investment, ownership percentage | 40.00% | 40.00% | |
CS Hotel 30W46th, LLC | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity method investment, ownership percentage | 25.00% | 25.00% | |
CS Brickell, LLC | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity method investment, ownership percentage | 50.00% | 50.00% | |
CS Maple Grove, LLC | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity method investment, ownership percentage | 50.00% | 50.00% | |
CS Hotel West Orange, LLC | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity method investment, ownership percentage | 50.00% | 50.00% | |
Hotel JV Services, LLC | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity method investment, ownership percentage | [1] | 16.00% | 16.00% |
City Market Hotel Development, LLC | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity method investment, ownership percentage | 43.00% | 43.00% | |
CS at Phoenix, LLC | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity method investment, ownership percentage | 0.00% | 50.00% | |
CS Woodlands, LLC | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity method investment, ownership percentage | 50.00% | 50.00% | |
926 James M. Wood Boulevard LLC | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity method investment, ownership percentage | 75.00% | 0.00% | |
CS Dallas Elm, LLC | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity method investment, ownership percentage | 45.00% | 0.00% | |
Choice Hotels Canada, Inc. | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity method investment, ownership percentage | [1] | 50.00% | 50.00% |
[1] | Non-variable interest entity investments |
Investments in Unconsolidated81
Investments in Unconsolidated Entities Summarized Financial Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Equity Method Investment, Summarized Financial Information, Income Statement [Abstract] | |||
Revenues | $ 72,393 | $ 44,015 | $ 30,608 |
Operating income (loss) | 9,878 | 1,196 | (2,533) |
Income from continuing operations | 4,603 | (2,382) | (3,616) |
Net income | 4,598 | (2,382) | $ (4,670) |
Equity Method Investment, Summarized Financial Information, Assets [Abstract] | |||
Current assets | 47,294 | 44,951 | |
Non-current assets | 346,550 | 257,022 | |
Total assets | 393,844 | 301,973 | |
Equity Method Investment, Summarized Financial Information, Liabilities [Abstract] | |||
Current liabilities | 22,274 | 22,217 | |
Non-current liabilities | 143,769 | 104,344 | |
Total liabilities | $ 166,043 | $ 126,561 |
Other Assets - Components Of Ot
Other Assets - Components Of Other Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Other Assets, Noncurrent [Abstract] | ||
Land and buildings | $ 29,023 | $ 10,206 |
Advances to marketing and reservation system activities | 18,069 | 0 |
Other assets | 6,565 | 6,701 |
Total | $ 53,657 | $ 16,907 |
Accrued Expenses and Other Cu83
Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Accrued Liabilities [Abstract] | ||
Accrued compensation and benefits | $ 38,657 | $ 34,107 |
Accrued interest | 16,593 | 16,553 |
Dividends payable | 12,112 | 11,548 |
Deferred rent and unamortized lease incentives | 2,471 | 2,250 |
Termination benefits | 4,041 | 600 |
Other liabilities and contingencies | 6,514 | 5,590 |
Total | $ 80,388 | $ 70,648 |
Deferred Revenue - Components O
Deferred Revenue - Components Of Deferred Revenue (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred Revenue Arrangement [Line Items] | ||
Deferred revenue | $ 133,218 | $ 71,587 |
Loyalty programs | ||
Deferred Revenue Arrangement [Line Items] | ||
Deferred revenue | 115,851 | 62,258 |
Initial, relicensing and franchise fees | ||
Deferred Revenue Arrangement [Line Items] | ||
Deferred revenue | 9,352 | 6,530 |
Procurement services fees | ||
Deferred Revenue Arrangement [Line Items] | ||
Deferred revenue | 7,668 | 2,353 |
Other | ||
Deferred Revenue Arrangement [Line Items] | ||
Deferred revenue | $ 347 | $ 446 |
Other Non-Current Liabilities85
Other Non-Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Other Liabilities, Noncurrent [Abstract] | ||
Marketing and reservation liability | $ 0 | $ 30,662 |
Deferred rent and unamortized lease incentives | 11,620 | 13,485 |
Deferred revenue | 15,196 | 13,085 |
Uncertain tax positions | 3,359 | 3,620 |
Other liabilities | 8,678 | 7,731 |
Total | $ 38,853 | $ 68,583 |
Debt - Schedule Of Components O
Debt - Schedule Of Components Of Debt (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 | Jul. 21, 2015 | Dec. 30, 2014 | Jun. 27, 2012 | Aug. 25, 2010 |
Debt Instrument [Line Items] | ||||||
Total debt | $ 840,604,000 | $ 814,136,000 | ||||
Less current portion | 1,195,000 | 1,191,000 | ||||
Total long-term debt | 839,409,000 | 812,945,000 | ||||
Senior Notes | $400 Million Senior Notes | ||||||
Debt Instrument [Line Items] | ||||||
Total debt | $ 395,316,000 | $ 394,618,000 | ||||
Debt instrument, face amount | $ 400,000,000 | |||||
Debt instrument effective interest rate | 6.00% | 6.00% | 6.00% | |||
Deferred issuance costs | $ 4,700,000 | $ 5,400,000 | ||||
Senior Notes | $250 Million Senior Notes | ||||||
Debt Instrument [Line Items] | ||||||
Total debt | $ 248,875,000 | $ 248,568,000 | ||||
Debt instrument, face amount | $ 250,000,000 | |||||
Debt instrument effective interest rate | 6.19% | 6.19% | 6.19% | |||
Discount and deferred issuance costs | $ 1,100,000 | $ 1,400,000 | ||||
Revolving Credit Facility | $450 Million Unsecured Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Total debt | $ 182,359,000 | $ 156,025,000 | ||||
Debt instrument, face amount | $ 450,000,000 | |||||
Debt instrument effective interest rate | 2.23% | 2.17% | ||||
Deferred issuance costs | $ 2,600,000 | $ 3,000,000 | ||||
Collateralized Mortgage | ||||||
Debt Instrument [Line Items] | ||||||
Total debt | $ 9,432,000 | $ 10,048,000 | ||||
Debt instrument effective interest rate | 4.57% | 4.57% | ||||
Debt instrument, fair value adjustment | $ 700,000 | $ 900,000 | $ 1,200,000 | |||
Economic Development Loans | ||||||
Debt Instrument [Line Items] | ||||||
Total debt | $ 3,712,000 | $ 3,712,000 | ||||
Debt instrument effective interest rate | 3.00% | 3.00% | ||||
Capital Lease Obligations | ||||||
Debt Instrument [Line Items] | ||||||
Total debt | $ 0 | $ 430,000 | ||||
Debt instrument effective interest rate | 3.18% | 3.18% | ||||
Other Notes Payable | ||||||
Debt Instrument [Line Items] | ||||||
Total debt | $ 910,000 | $ 735,000 |
Debt - Maturities Of Debt (Deta
Debt - Maturities Of Debt (Details) $ in Thousands | Dec. 31, 2016USD ($) |
Long-term Debt, Fiscal Year Maturity [Abstract] | |
2,017 | $ 1,195 |
2,018 | 588 |
2,019 | 497 |
2,020 | 256,937 |
2,021 | 182,359 |
Thereafter | 399,028 |
Total payments | 840,604 |
Senior Notes | |
Long-term Debt, Fiscal Year Maturity [Abstract] | |
2,017 | 0 |
2,018 | 0 |
2,019 | 0 |
2,020 | 248,875 |
2,021 | 0 |
Thereafter | 395,316 |
Total payments | 644,191 |
Revolving Credit Facilities | |
Long-term Debt, Fiscal Year Maturity [Abstract] | |
2,017 | 0 |
2,018 | 0 |
2,019 | 0 |
2,020 | 0 |
2,021 | 182,359 |
Thereafter | 0 |
Total payments | 182,359 |
Other Notes Payable | |
Long-term Debt, Fiscal Year Maturity [Abstract] | |
2,017 | 1,195 |
2,018 | 588 |
2,019 | 497 |
2,020 | 8,062 |
2,021 | 0 |
Thereafter | 3,712 |
Total payments | $ 14,054 |
Debt - Narrative (Details)
Debt - Narrative (Details) | Jul. 21, 2015USD ($) | Aug. 23, 2012USD ($) | Jun. 27, 2012USD ($) | Aug. 25, 2010USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 30, 2014USD ($) | Apr. 30, 2013USD ($) |
2012 Special Cash Dividend | 2012 Special Cash Dividend | ||||||||
Debt Instrument [Line Items] | ||||||||
Payments of special dividends | $ 600,700,000 | |||||||
Collateralized Mortgage | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument stated interest rate | 7.26% | |||||||
Debt instrument effective interest rate | 4.57% | 4.57% | ||||||
Mortgage obligation | $ 9,500,000 | |||||||
Debt instrument, future balloon payment | 6,900,000 | |||||||
Debt instrument, unamortized premium | $ 700,000 | $ 900,000 | $ 1,200,000 | |||||
Economic Development Loans | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument stated interest rate | 3.00% | |||||||
Debt instrument effective interest rate | 3.00% | 3.00% | ||||||
Economic development agreements - total advances agreed upon | $ 4,400,000 | |||||||
Economic development agreements - advances received | $ 3,700,000 | |||||||
Economic development agreements - advances not yet received | $ 700,000 | |||||||
Economic development agreements - measurement frequency | annually | |||||||
Economic development agreements - term | 10 years | |||||||
$400 Million Senior Notes | Senior Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument issuance date | Jun. 27, 2012 | |||||||
Debt instrument, face amount | $ 400,000,000 | |||||||
Debt instrument stated interest rate | 5.75% | |||||||
Debt instrument effective interest rate | 6.00% | 6.00% | 6.00% | |||||
Debt instrument maturity date | Jul. 1, 2022 | |||||||
Debt instrument payment frequency | semi-annually | |||||||
$400 Million Senior Notes | Senior Notes | Debt Instrument Redemption | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, percentage of principal amount to be redeemed | 100.00% | |||||||
$400 Million Senior Notes | Senior Notes | Debt Instrument Redemption | Treasury Rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, description of variable rate basis | Treasury Rate | |||||||
Debt instrument, basis spread on variable rate | 0.50% | |||||||
$400 Million Senior Notes | Senior Notes | 2012 Special Cash Dividend | 2012 Special Cash Dividend | ||||||||
Debt Instrument [Line Items] | ||||||||
Special dividend payment date | Aug. 23, 2012 | |||||||
$250 Million Senior Notes | Senior Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument issuance date | Aug. 25, 2010 | |||||||
Debt instrument, face amount | $ 250,000,000 | |||||||
Debt instrument stated interest rate | 5.70% | |||||||
Debt instrument effective interest rate | 6.19% | 6.19% | 6.19% | |||||
Debt instrument maturity date | Aug. 28, 2020 | |||||||
Debt instrument payment frequency | semi-annually | |||||||
Senior notes, discount | $ 600,000 | |||||||
$250 Million Senior Notes | Senior Notes | Debt Instrument Redemption | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, percentage of principal amount to be redeemed | 100.00% | |||||||
$250 Million Senior Notes | Senior Notes | Debt Instrument Redemption | Treasury Rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, description of variable rate basis | Treasury Rate | |||||||
Debt instrument, basis spread on variable rate | 0.45% | |||||||
$450 Million Unsecured Revolving Credit Facility | Revolving Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, face amount | $ 450,000,000 | |||||||
Debt instrument effective interest rate | 2.23% | 2.17% | ||||||
Debt instrument maturity date | Jul. 21, 2020 | |||||||
Debt instrument, extension, term | 1 year | |||||||
Debt instrument additional borrowing capacity | $ 150,000,000 | |||||||
Credit facility, unused capacity, commitment fee percentage | 0.20% | |||||||
$450 Million Unsecured Revolving Credit Facility | Revolving Credit Facility | Maximum | ||||||||
Debt Instrument [Line Items] | ||||||||
Credit facility, commitment fee percentage | 0.25% | |||||||
Total leverage ratio (not more than) | 4.5 | |||||||
$450 Million Unsecured Revolving Credit Facility | Revolving Credit Facility | Minimum | ||||||||
Debt Instrument [Line Items] | ||||||||
Credit facility, commitment fee percentage | 0.10% | |||||||
Total leverage ratio (not more than) | 4 | |||||||
Fixed charge coverage ratio (not less than) | 2.5 | |||||||
$450 Million Unsecured Revolving Credit Facility | Revolving Credit Facility | LIBOR | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, description of variable rate basis | LIBOR | |||||||
$450 Million Unsecured Revolving Credit Facility | Revolving Credit Facility | LIBOR | Maximum | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, basis spread on variable rate | 1.75% | |||||||
$450 Million Unsecured Revolving Credit Facility | Revolving Credit Facility | LIBOR | Minimum | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, basis spread on variable rate | 1.35% | |||||||
$450 Million Unsecured Revolving Credit Facility | Revolving Credit Facility | Base Rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, description of variable rate basis | base rate | |||||||
$450 Million Unsecured Revolving Credit Facility | Revolving Credit Facility | Base Rate | Maximum | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, basis spread on variable rate | 0.75% | |||||||
$450 Million Unsecured Revolving Credit Facility | Revolving Credit Facility | Base Rate | Minimum | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, basis spread on variable rate | 0.35% | |||||||
$450 Million Unsecured Revolving Credit Facility | Revolving Credit Facility | Total Leverage Ratio exceeds 4.00 to 1.00 | ||||||||
Debt Instrument [Line Items] | ||||||||
Credit facility, dividend restrictions | $ 50,000,000 | |||||||
$450 Million Unsecured Revolving Credit Facility | Revolving Credit Facility | Alternative Currency Loans | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit maximum borrowing capacity | 35,000,000 | |||||||
$450 Million Unsecured Revolving Credit Facility | Revolving Credit Facility | Swingline Loans | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit maximum borrowing capacity | $ 15,000,000 |
Non-Qualified Retirement, Sav89
Non-Qualified Retirement, Savings and Investment Plans (Details) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016USD ($)planshares | Dec. 31, 2015USD ($)shares | Dec. 31, 2014USD ($) | |
Compensation and Retirement Disclosure [Abstract] | |||
Number of non-qualified retirement savings and investment plans | plan | 2 | ||
Deferred compensation liability, current and long-term | $ 24.7 | $ 23 | |
Number of Deferred Compensation Plans | plan | 2 | ||
Increase (decrease) in compensation expense | $ 2.1 | (0.2) | $ 0.1 |
Deferred compensation plan assets | 19.1 | 17.8 | |
Restricted investments, current | 2.2 | ||
Investment gains (losses) | $ 1.5 | $ (0.5) | $ (0.4) |
Deferred Compensation Arrangement with Individual, Shares Issued | shares | 0 | 0 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule Of Fair Value Of Assets (Details) - Fair Value, Measurements, Recurring - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | |
Assets | |||
Assets measured at fair value | $ 69,229 | $ 67,850 | |
Money Market Funds | Cash and cash equivalents | |||
Assets | |||
Money market funds, included in cash and cash equivalents, fair value | 50,085 | 50,001 | |
Money Market Funds | Investments, employee benefit plans, at fair value | |||
Assets | |||
Mutual funds and money market funds, fair value | [1] | 1,676 | 1,307 |
Mutual Funds | Investments, employee benefit plans, at fair value | |||
Assets | |||
Mutual funds and money market funds, fair value | [1] | 17,468 | 16,542 |
Fair Value, Level 1 | |||
Assets | |||
Assets measured at fair value | 17,468 | 16,542 | |
Fair Value, Level 1 | Money Market Funds | Cash and cash equivalents | |||
Assets | |||
Money market funds, included in cash and cash equivalents, fair value | 0 | 0 | |
Fair Value, Level 1 | Money Market Funds | Investments, employee benefit plans, at fair value | |||
Assets | |||
Mutual funds and money market funds, fair value | [1] | 0 | 0 |
Fair Value, Level 1 | Mutual Funds | Investments, employee benefit plans, at fair value | |||
Assets | |||
Mutual funds and money market funds, fair value | [1] | 17,468 | 16,542 |
Fair Value, Level 2 | |||
Assets | |||
Assets measured at fair value | 51,761 | 51,308 | |
Fair Value, Level 2 | Money Market Funds | Cash and cash equivalents | |||
Assets | |||
Money market funds, included in cash and cash equivalents, fair value | 50,085 | 50,001 | |
Fair Value, Level 2 | Money Market Funds | Investments, employee benefit plans, at fair value | |||
Assets | |||
Mutual funds and money market funds, fair value | [1] | 1,676 | 1,307 |
Fair Value, Level 2 | Mutual Funds | Investments, employee benefit plans, at fair value | |||
Assets | |||
Mutual funds and money market funds, fair value | [1] | 0 | 0 |
Fair Value, Level 3 | |||
Assets | |||
Assets measured at fair value | 0 | 0 | |
Fair Value, Level 3 | Money Market Funds | Cash and cash equivalents | |||
Assets | |||
Money market funds, included in cash and cash equivalents, fair value | 0 | 0 | |
Fair Value, Level 3 | Money Market Funds | Investments, employee benefit plans, at fair value | |||
Assets | |||
Mutual funds and money market funds, fair value | [1] | 0 | 0 |
Fair Value, Level 3 | Mutual Funds | Investments, employee benefit plans, at fair value | |||
Assets | |||
Mutual funds and money market funds, fair value | [1] | $ 0 | $ 0 |
[1] | Included in Investments, employee benefit plans, at fair value on consolidated balance sheets. |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Jun. 27, 2012 | Aug. 25, 2010 | |
Fair Value, Level 1 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Transfers between measurement levels | $ 0 | $ 0 | ||
Fair Value, Level 2 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Transfers between measurement levels | 0 | 0 | ||
Fair Value, Level 2 | $250 Million Senior Notes | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Debt instrument, fair value | 273,000,000 | 267,700,000 | ||
Fair Value, Level 2 | $400 Million Senior Notes | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Debt instrument, fair value | 430,400,000 | 432,000,000 | ||
Fair Value, Level 2 | Senior Notes | $250 Million Senior Notes | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Debt instrument, face amount | $ 250,000,000 | |||
Fair Value, Level 2 | Senior Notes | $400 Million Senior Notes | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Debt instrument, face amount | $ 400,000,000 | |||
Fair Value, Level 3 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Transfers between measurement levels | $ 0 | $ 0 |
401(k) Retirement Plan (Details
401(k) Retirement Plan (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
401 K Retirement Plan | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Compensation expense | $ 5.3 | $ 4.9 | $ 3.5 |
Income Taxes - Pretax Income (D
Income Taxes - Pretax Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Examination [Line Items] | |||||||||||
Income from continuing operations before income taxes | $ 43,792 | $ 70,200 | $ 55,610 | $ 30,378 | $ 37,804 | $ 62,268 | $ 52,879 | $ 31,034 | $ 199,980 | $ 183,985 | $ 173,758 |
U.S. | |||||||||||
Income Tax Examination [Line Items] | |||||||||||
Income from continuing operations before income taxes | 168,692 | 151,209 | 138,616 | ||||||||
Outside the U.S. | |||||||||||
Income Tax Examination [Line Items] | |||||||||||
Income from continuing operations before income taxes | $ 31,288 | $ 32,776 | $ 35,142 |
Income Taxes - Provision For In
Income Taxes - Provision For Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Current tax expense | ||||
Federal | $ 62,216 | $ 50,794 | $ 67,985 | |
State | 8,163 | 5,476 | 6,278 | |
Foreign | 745 | 592 | 1,689 | |
Deferred tax (benefit) expense | ||||
Federal | (7,723) | (112) | (21,398) | |
State | (2,655) | (737) | (2,116) | |
Foreign | (137) | (57) | (153) | |
Income taxes | $ 9,215 | $ 60,609 | $ 55,956 | $ 52,285 |
Income Taxes - Net Deferred Tax
Income Taxes - Net Deferred Tax Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Valuation Allowance [Line Items] | ||
Property, equipment and intangible assets | $ (9,171) | $ (8,899) |
Accrued compensation | 17,365 | 16,274 |
Accrued expenses | 43,176 | 35,415 |
Foreign operations | (941) | (868) |
Foreign net operating losses | 2,064 | 1,897 |
Deferred tax asset on unrecognized tax positions | 1,107 | 1,200 |
Other | 335 | (1,555) |
Net deferred tax assets | 52,520 | 41,928 |
Foreign Operations | ||
Valuation Allowance [Line Items] | ||
Valuation allowance, foreign | (145) | (153) |
Foreign Net Operating Losses | ||
Valuation Allowance [Line Items] | ||
Valuation allowance, foreign | $ (1,270) | $ (1,383) |
Income Taxes - Net Deferred T96
Income Taxes - Net Deferred Tax Assets Balance Sheet Presentation (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Income Tax Disclosure [Abstract] | ||
Non-current net deferred tax assets | $ 52,812 | $ 42,434 |
Non-current net deferred tax liabilities | (292) | (506) |
Net deferred tax assets | $ 52,520 | $ 41,928 |
Income Taxes - Effective Rate (
Income Taxes - Effective Rate (Details) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |||
Statutory U.S. federal income tax rate | 35.00% | 35.00% | 35.00% |
State income taxes, net of federal tax benefit | 1.70% | 1.70% | 1.60% |
Benefits and taxes related to foreign operations | (5.20%) | (6.20%) | (6.20%) |
Windfall tax benefit on share-based compensation | (1.70%) | 0.00% | 0.00% |
Unrecognized tax positions | 0.20% | (0.20%) | (0.40%) |
Other | 0.30% | 0.10% | 0.10% |
Effective income tax rates | 30.30% | 30.40% | 30.10% |
Income Taxes - Tax Contingency
Income Taxes - Tax Contingency (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Balance, January 1 | $ 3,137 | $ 3,395 | $ 4,047 |
Changes for tax positions of prior years | 580 | 116 | 5 |
Increases for tax positions related to the current year | 181 | 772 | 1,201 |
Settlements and lapsing of statutes of limitations | (1,207) | (1,146) | (1,858) |
Balance, December 31 | $ 2,691 | $ 3,137 | $ 3,395 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Operating Loss Carryforwards [Line Items] | |||||
Effective income tax rates | 30.30% | 30.40% | 30.10% | ||
Statutory U.S. federal income tax rate | 35.00% | 35.00% | 35.00% | ||
Income tax expense (benefit) | $ 9,215 | $ 60,609 | $ 55,956 | $ 52,285 | |
Unrecognized tax benefits | 2,691 | 3,137 | $ 3,395 | $ 4,047 | |
Unrecognized tax benefits, impact on effective tax rate | 1,600 | ||||
Settlements and lapsing of statutes of limitations within the next 12 months | 2,700 | ||||
Income tax penalties and interest accrued | 700 | $ 500 | |||
Undistributed earnings of foreign subsidiaries | 264,400 | ||||
Accounting Standards Update 2016-09 | |||||
Operating Loss Carryforwards [Line Items] | |||||
Income tax expense (benefit) | (3,400) | ||||
Discontinued operations | |||||
Operating Loss Carryforwards [Line Items] | |||||
Effective income tax rates | 37.10% | ||||
Foreign Operations | |||||
Operating Loss Carryforwards [Line Items] | |||||
Foreign net operating loss carryforwards | 6,800 | ||||
Valuation allowance on foreign net operating loss carryforwards | 3,900 | ||||
Valuation allowance on foreign deferred tax assets | 500 | ||||
Expiring Tax Period Between 2019 and 2024 | Foreign Operations | |||||
Operating Loss Carryforwards [Line Items] | |||||
Foreign net operating loss carryforwards | $ 2,300 |
Share-Based Compensation and100
Share-Based Compensation and Capital Stock - Weighted Average Assumptions Of Black-Scholes Option-Pricing Model (Details) - Stock Options - $ / shares | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Risk-free interest rate | 1.22% | 1.45% | 1.56% |
Expected volatility | 23.76% | 23.94% | 25.01% |
Expected life of stock option | 4 years 7 months 6 days | 4 years 7 months 6 days | 4 years 6 months |
Dividend yield | 1.59% | 1.23% | 1.62% |
Requisite service period | 4 years | 4 years | 4 years |
Contractual life | 7 years | 7 years | 7 years |
Weighted average fair value of options granted (in dollars per share) | $ 9.30 | $ 12.39 | $ 8.82 |
Share-Based Compensation and101
Share-Based Compensation and Capital Stock - Range Of Exercise Prices (Details) | 12 Months Ended |
Dec. 31, 2016$ / sharesshares | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Options Outstanding, Number Outstanding at December 31, 2016 | shares | 2,193,502 |
Options Outstanding, Weighted Average Remaining Contractual Life | 4 years 7 months 13 days |
Options Outstanding, Weighted Average Exercise Price (in dollars per share) | $ 48.26 |
Options Exercisable, Number Exercisable at December 31, 2016 | shares | 816,969 |
Options Exercisable, Weighted Average Exercise Price (in dollars per share) | $ 40.75 |
Range 2 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise price range, lower range limit (in dollars per share) | 24.38 |
Exercise price range, upper range limit (in dollars per share) | $ 29.25 |
Options Outstanding, Number Outstanding at December 31, 2016 | shares | 154,880 |
Options Outstanding, Weighted Average Remaining Contractual Life | 2 years 1 month 20 days |
Options Outstanding, Weighted Average Exercise Price (in dollars per share) | $ 27.03 |
Options Exercisable, Number Exercisable at December 31, 2016 | shares | 154,880 |
Options Exercisable, Weighted Average Exercise Price (in dollars per share) | $ 27.03 |
Range 3 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise price range, lower range limit (in dollars per share) | 29.26 |
Exercise price range, upper range limit (in dollars per share) | $ 34.12 |
Options Outstanding, Number Outstanding at December 31, 2016 | shares | 144,696 |
Options Outstanding, Weighted Average Remaining Contractual Life | 1 year 1 month 20 days |
Options Outstanding, Weighted Average Exercise Price (in dollars per share) | $ 31.31 |
Options Exercisable, Number Exercisable at December 31, 2016 | shares | 144,696 |
Options Exercisable, Weighted Average Exercise Price (in dollars per share) | $ 31.31 |
Range 4 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise price range, lower range limit (in dollars per share) | 34.13 |
Exercise price range, upper range limit (in dollars per share) | $ 39 |
Options Outstanding, Number Outstanding at December 31, 2016 | shares | 154,537 |
Options Outstanding, Weighted Average Remaining Contractual Life | 3 years 1 month 9 days |
Options Outstanding, Weighted Average Exercise Price (in dollars per share) | $ 36.76 |
Options Exercisable, Number Exercisable at December 31, 2016 | shares | 115,893 |
Options Exercisable, Weighted Average Exercise Price (in dollars per share) | $ 36.76 |
Range 5 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise price range, lower range limit (in dollars per share) | 39.01 |
Exercise price range, upper range limit (in dollars per share) | $ 43.87 |
Options Outstanding, Number Outstanding at December 31, 2016 | shares | 0 |
Options Outstanding, Weighted Average Remaining Contractual Life | 0 years |
Options Outstanding, Weighted Average Exercise Price (in dollars per share) | $ 0 |
Options Exercisable, Number Exercisable at December 31, 2016 | shares | 0 |
Options Exercisable, Weighted Average Exercise Price (in dollars per share) | $ 0 |
Range 6 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise price range, lower range limit (in dollars per share) | 43.88 |
Exercise price range, upper range limit (in dollars per share) | $ 48.75 |
Options Outstanding, Number Outstanding at December 31, 2016 | shares | 582,017 |
Options Outstanding, Weighted Average Remaining Contractual Life | 4 years 2 months 27 days |
Options Outstanding, Weighted Average Exercise Price (in dollars per share) | $ 45.59 |
Options Exercisable, Number Exercisable at December 31, 2016 | shares | 289,114 |
Options Exercisable, Weighted Average Exercise Price (in dollars per share) | $ 45.59 |
Range 7 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise price range, lower range limit (in dollars per share) | 48.76 |
Exercise price range, upper range limit (in dollars per share) | $ 65 |
Options Outstanding, Number Outstanding at December 31, 2016 | shares | 1,157,372 |
Options Outstanding, Weighted Average Remaining Contractual Life | 5 years 9 months 7 days |
Options Outstanding, Weighted Average Exercise Price (in dollars per share) | $ 56.09 |
Options Exercisable, Number Exercisable at December 31, 2016 | shares | 112,386 |
Options Exercisable, Weighted Average Exercise Price (in dollars per share) | $ 63.47 |
Share-Based Compensation and102
Share-Based Compensation and Capital Stock - Summary Of Activity Related To Restricted Stock Grants (Details) - Restricted Stock - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Restricted shares granted | 204,333 | 125,510 | 154,833 |
Weighted average grant date fair value (in dollars per share) | $ 51.53 | $ 61.41 | $ 46.81 |
Aggregate grant date fair value | $ 10,529 | $ 7,707 | $ 7,248 |
Restricted shares forfeited | 28,996 | 19,833 | 23,804 |
Fair value of shares vested | $ 7,506 | $ 12,311 | $ 10,280 |
Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting service period of shares granted | 12 months | 12 months | 12 months |
Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting service period of shares granted | 48 months | 48 months | 48 months |
Share-Based Compensation and103
Share-Based Compensation and Capital Stock - Summary Of Activity Related To PVRSU Grants (Details) - Performance Vested Restricted Stock Units - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Performance vested restricted stock units granted at target | 89,944 | 71,006 | 24,678 |
Weighted average grant date fair value (in dollars per share) | $ 47.85 | $ 58.12 | $ 45.59 |
Aggregate grant date fair value | $ 4,304 | $ 4,127 | $ 1,125 |
Stock units forfeited (in shares) | 54,556 | 6,079 | 22,099 |
Requisite service period | 36 months | ||
Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Requisite service period | 9 months | 36 months | |
Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Requisite service period | 43 months | 43 months |
Share-Based Compensation and104
Share-Based Compensation and Capital Stock - Summary of Change in Stock-Based Award Activity (Details) - $ / shares | 12 Months Ended | ||||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||||
Outstanding at January 1 - Shares | 2,084,201 | 1,903,177 | 1,661,952 | ||
Granted - Shares | 745,769 | 498,911 | 651,757 | ||
Exercised - Shares | (529,210) | (295,037) | (390,290) | ||
Expired - Shares | (13,620) | 0 | 0 | ||
Forfeited - Shares | (93,638) | (22,850) | (20,242) | ||
Outstanding at December 31 - Shares | 2,193,502 | 2,084,201 | 1,903,177 | ||
Options Exercisable at December 31 - Shares | 816,969 | 991,202 | 995,173 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | |||||
Outstanding at January 1 - Weighted average exercise price (in dollars per share) | $ 41.36 | $ 33.03 | $ 26.44 | ||
Granted - Weighted average exercise price (in dollars per share) | 51.49 | 63.47 | 45.59 | ||
Exercised - Weighted average exercise price (in dollars per share) | 24.47 | 23.91 | 25.87 | ||
Expired - Weighted average exercise price (in dollars per share) | 57.62 | 0 | 0 | ||
Forfeited - Weighted average exercise price (in dollars per share) | 53.63 | 55.44 | 34.33 | ||
Outstanding at December 31 - Weighted average exercise price (in dollars per share) | 48.26 | 41.36 | 33.03 | ||
Options Exercisable at December 31 - Weighted average exercise price (in dollars per share) | $ 40.75 | $ 29.57 | $ 25.06 | ||
Weighted Average Remaining Contractual Life - Options Outstanding at December 31 | 4 years 7 months 13 days | 3 years 11 months 13 days | 3 years 9 months 18 days | ||
Weighted Average Remaining Contractual Life - Options Exercisable at December 31 | 3 years 3 months 4 days | 2 years 3 months 4 days | 2 years | ||
Restricted Stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||||
Outstanding at January 1 - Shares | 384,490 | 479,556 | 563,345 | ||
Granted - Shares | 204,333 | 125,510 | 154,833 | ||
Vested - Shares | (152,015) | (200,743) | (214,818) | ||
Forfeited - Shares | (28,996) | (19,833) | (23,804) | ||
Outstanding at December 31 - Shares | 407,812 | 384,490 | 479,556 | ||
Weighted Average Grant Date Fair Value [Roll Forward] | |||||
Outstanding at January 1 - Weighted average grant date fair value (in dollars per share) | $ 47.40 | $ 40.14 | $ 36.64 | ||
Weighted average grant date fair value (in dollars per share) | 51.53 | 61.41 | 46.81 | ||
Vested - Weighted average grant date fair value (in dollars per share) | 43.61 | 38.94 | 35.91 | ||
Forfeited - Weighted average grant date fair value (in dollars per share) | 51.22 | 46.17 | 38.97 | ||
Outstanding at December 31 - Weighted average grant date fair value (in dollars per share) | $ 50.61 | $ 47.40 | $ 40.14 | ||
Performance Vested Restricted Stock Units | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||||
Outstanding at January 1 - Shares | 226,737 | 200,286 | 216,342 | ||
Granted - Shares | 89,944 | 71,006 | 24,678 | ||
Performance-Based Leveraging - Shares | 2,043 | [1] | 3,850 | [2] | 10,251 |
Vested - Shares | (28,188) | (42,326) | (28,886) | ||
Forfeited - Shares | (54,556) | (6,079) | (22,099) | ||
Outstanding at December 31 - Shares | 235,980 | 226,737 | 200,286 | ||
Weighted Average Grant Date Fair Value [Roll Forward] | |||||
Outstanding at January 1 - Weighted average grant date fair value (in dollars per share) | $ 45.09 | $ 38.28 | $ 37.34 | ||
Weighted average grant date fair value (in dollars per share) | 47.85 | 58.12 | 45.59 | ||
Performance-Based Leveraging - Weighted average grant date fair value (in dollars per share) | 36.76 | 35.60 | 41.25 | ||
Vested - Weighted average grant date fair value (in dollars per share) | 36.76 | 35.60 | 41.25 | ||
Forfeited - Weighted average grant date fair value (in dollars per share) | 42.82 | 32.90 | 34.77 | ||
Outstanding at December 31 - Weighted average grant date fair value (in dollars per share) | $ 47.59 | $ 45.09 | $ 38.28 | ||
[1] | PVRSU units outstanding have been increased by 2,043 units during the year ended December 31, 2016, due to the Company exceeding the targeted performance conditions contained in PVRSU's granted in prior periods | ||||
[2] | PVRSU units outstanding have been increased by 3,850 units during the year ended December 31, 2015, due to the Company exceeding the targeted performance conditions contained in PVRSU's granted in prior periods. |
Share-Based Compensation and105
Share-Based Compensation and Capital Stock - Pretax Stock-Based Compensation Expenses And Associated Income Tax Benefits (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Pretax stock-based compensation expense | $ 14.6 | $ 12.1 | $ 9.4 |
Income tax benefits | 5.4 | 4.5 | 3.5 |
Stock Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Pretax stock-based compensation expense | 4.6 | 3.4 | 2.4 |
Restricted Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Pretax stock-based compensation expense | 7.5 | 6.8 | 7.2 |
Performance Vested Restricted Stock Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Pretax stock-based compensation expense | $ 2.5 | $ 1.9 | $ (0.2) |
Share-Based Compensation and106
Share-Based Compensation and Capital Stock - Unrecognized Compensation (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized Compensation Expense on Unvested Awards | $ 28.1 |
Stock Options | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized Compensation Expense on Unvested Awards | $ 9.8 |
Weighted Average Remaining Amortization Period | 2 years 6 months 19 days |
Restricted Stock | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized Compensation Expense on Unvested Awards | $ 13.8 |
Weighted Average Remaining Amortization Period | 2 years 5 months 23 days |
Performance Vested Restricted Stock Units | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized Compensation Expense on Unvested Awards | $ 4.5 |
Weighted Average Remaining Amortization Period | 1 year 11 months 27 days |
Share-Based Compensation and107
Share-Based Compensation and Capital Stock - Narrative (Details) $ / shares in Units, $ in Thousands | Jan. 01, 2014shares | Oct. 31, 2005 | Dec. 31, 2016USD ($)$ / sharesshares | Sep. 30, 2016$ / shares | Jun. 30, 2016$ / shares | Mar. 31, 2016$ / shares | Dec. 31, 2015$ / shares | Sep. 30, 2015$ / shares | Jun. 30, 2015$ / shares | Mar. 31, 2015$ / shares | Dec. 31, 2014$ / shares | Sep. 30, 2014$ / shares | Jun. 30, 2014$ / shares | Mar. 31, 2014$ / shares | Sep. 30, 2014$ / shares | Dec. 31, 2016USD ($)$ / sharesshares | Dec. 31, 2015USD ($)$ / sharesshares | Dec. 31, 2014USD ($)$ / sharesshares | Dec. 31, 2016USD ($)shares | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||
Annual amount, per share, of dividends declared (in dollars per share) | $ / shares | $ 0.195 | ||||||||||||||||||||
Dividends declared | $ 46,708 | $ 45,531 | $ 43,784 | ||||||||||||||||||
Number of shares authorized | shares | 7,600,000 | 7,600,000 | 7,600,000 | ||||||||||||||||||
Number of shares available for grant | shares | 1,200,000 | 1,200,000 | 1,200,000 | ||||||||||||||||||
Options granted, shares | shares | 745,769 | 498,911 | 651,757 | ||||||||||||||||||
Options granted, fair value | $ 6,900 | $ 6,200 | $ 5,700 | ||||||||||||||||||
Aggregate intrinsic value of stock, options, outstanding | $ 20,400 | 20,400 | $ 20,400 | ||||||||||||||||||
Aggregate intrinsic value of the stock options, exercisable | $ 13,300 | 13,300 | $ 13,300 | ||||||||||||||||||
Total intrinsic value of options exercised | 12,600 | 10,500 | 10,100 | ||||||||||||||||||
Proceeds from exercise of stock options | $ 12,951 | $ 7,056 | $ 10,098 | ||||||||||||||||||
Stock options exercised | shares | 529,210 | 295,037 | 390,290 | ||||||||||||||||||
Stock-based compensation expense | $ 14,600 | $ 12,100 | $ 9,400 | ||||||||||||||||||
Stock repurchased during period, shares | shares | 600,000 | 48,700,000 | |||||||||||||||||||
Common stock purchased under stock repurchase program, value | $ 30,100 | $ 1,300,000 | |||||||||||||||||||
Common stock split, conversion ratio | 2 | ||||||||||||||||||||
Shares paid for tax withholding for share-based compensation | shares | 127,036 | 106,405 | 110,579 | ||||||||||||||||||
Payments related to tax withholding for share-based compensation | $ 5,800 | $ 6,400 | $ 5,300 | ||||||||||||||||||
Common Stock | |||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||
Frequency of dividend payments | quarterly | ||||||||||||||||||||
Common Stock Dividends, periodic payment, Per Share | $ / shares | $ 0.215 | ||||||||||||||||||||
Annual amount, per share, of dividends declared (in dollars per share) | $ / shares | $ 0.215 | $ 0.205 | $ 0.205 | $ 0.205 | $ 0.205 | $ 0.195 | $ 0.195 | $ 0.195 | $ 0.195 | $ 0.185 | $ 0.185 | $ 0.185 | $ 0.185 | $ 0.83 | $ 0.79 | $ 0.75 | |||||
Dividends declared | $ 46,700 | $ 45,100 | $ 43,400 | ||||||||||||||||||
Decrease to shares outstanding, reconciliation | shares | 300,000 | 0 | 341,278 | ||||||||||||||||||
Prior To Stock Split | |||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||
Stock repurchased during period, shares | shares | 33,000,000 | ||||||||||||||||||||
Family Member(s) of Largest Shareholder | |||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||
Stock repurchased during period, shares | shares | 1,300,000 | 1,399,491 | |||||||||||||||||||
Common stock purchased under stock repurchase program, value | $ 66,400 | $ 72,600 | |||||||||||||||||||
Performance Vested Restricted Stock Units | |||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||
Dividends declared | $ 100 | $ 500 | $ 400 | ||||||||||||||||||
Grants vested (shares) | shares | 28,188 | 42,326 | 28,886 | ||||||||||||||||||
Grant date fair value of shares vested | $ 1,000 | $ 1,500 | $ 1,400 | ||||||||||||||||||
Grants vested, initial target (shares) | shares | 48,201 | 38,476 | 18,635 | ||||||||||||||||||
Performance based leveraging decrease (in shares) | shares | (20,013) | ||||||||||||||||||||
Grants vested, percentage | 110.00% | 155.00% | |||||||||||||||||||
Performance-based leveraging (in shares) | shares | 2,043 | [1] | 3,850 | [2] | 10,251 | ||||||||||||||||
Stock units forfeited (in shares) | shares | 54,556 | 6,079 | 22,099 | ||||||||||||||||||
Stock-based compensation expense | $ 2,500 | $ 1,900 | $ (200) | ||||||||||||||||||
Performance Vested Restricted Stock Units | Adjustment | |||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||
Stock-based compensation expense | $ 100 | $ 300 | $ (1,300) | ||||||||||||||||||
Performance Vested Restricted Stock Units | Minimum | |||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||
Vesting range | 0.00% | ||||||||||||||||||||
Vesting percentage for stock-based award target achievement | 0.00% | ||||||||||||||||||||
Performance Vested Restricted Stock Units | Maximum | |||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||
Vesting range | 200.00% | ||||||||||||||||||||
Vesting percentage for stock-based award target achievement | 175.00% | ||||||||||||||||||||
[1] | PVRSU units outstanding have been increased by 2,043 units during the year ended December 31, 2016, due to the Company exceeding the targeted performance conditions contained in PVRSU's granted in prior periods | ||||||||||||||||||||
[2] | PVRSU units outstanding have been increased by 3,850 units during the year ended December 31, 2015, due to the Company exceeding the targeted performance conditions contained in PVRSU's granted in prior periods. |
Accumulated Other Comprehens108
Accumulated Other Comprehensive Loss - Components Of Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |||
Foreign currency translation adjustments | $ (5,362) | $ (4,756) | $ (2,087) |
Deferred loss on cash flow hedge | (3,160) | (4,022) | (4,884) |
Total accumulated other comprehensive loss | $ (8,522) | $ (8,778) | $ (6,971) |
Accumulated Other Comprehens109
Accumulated Other Comprehensive Loss - Narrative (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Aug. 31, 2010 | Jul. 31, 2010 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Derivative [Line Items] | |||||
Payment to settle interest rate swap agreement | $ (550,000) | $ 0 | $ 0 | ||
Interest Rate Swap | |||||
Derivative [Line Items] | |||||
Debt instrument, face amount | $ 250,000,000 | ||||
Debt instrument, term | 10 years | ||||
Payment to settle interest rate swap agreement | $ 8,700,000 |
Accumulated Other Comprehens110
Accumulated Other Comprehensive Loss - Changes in Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Beginning balance | $ (395,899) | $ (428,801) | $ (452,871) |
Other comprehensive loss before reclassification | (606) | (2,669) | |
Amounts reclassified from accumulated other comprehensive income | 862 | 862 | |
Net current period other comprehensive income (loss) | 256 | (1,807) | (754) |
Ending balance | (311,349) | (395,899) | (428,801) |
Loss on Cash Flow Hedge | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Beginning balance | (4,022) | (4,884) | |
Other comprehensive loss before reclassification | 0 | 0 | |
Amounts reclassified from accumulated other comprehensive income | 862 | 862 | |
Net current period other comprehensive income (loss) | 862 | 862 | |
Ending balance | (3,160) | (4,022) | (4,884) |
Foreign Currency Items | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Beginning balance | (4,756) | (2,087) | |
Other comprehensive loss before reclassification | (606) | (2,669) | |
Amounts reclassified from accumulated other comprehensive income | 0 | 0 | |
Net current period other comprehensive income (loss) | (606) | (2,669) | |
Ending balance | (5,362) | (4,756) | (2,087) |
AOCI Attributable to Parent | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Beginning balance | (8,778) | (6,971) | (6,217) |
Ending balance | $ (8,522) | $ (8,778) | $ (6,971) |
Accumulated Other Comprehens111
Accumulated Other Comprehensive Loss - Reclassified From AOCI (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||
Tax (expense) benefit | $ 9,215 | $ 60,609 | $ 55,956 | $ 52,285 |
Net of tax | (862) | (862) | ||
Loss on Cash Flow Hedge | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||
Net of tax | (862) | (862) | ||
Loss on Cash Flow Hedge | Interest rate contract | Reclassification out of Accumulated Other Comprehensive Income | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||
Interest expense | 862 | 862 | ||
Tax (expense) benefit | 0 | 0 | ||
Net of tax | $ 862 | $ 862 |
Earnings Per Share - Computatio
Earnings Per Share - Computation Of Basic And Diluted Earnings Per Common Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Earnings Per Share [Abstract] | |||||||||||
Net income from continuing operations | $ 139,371 | $ 128,029 | $ 121,473 | ||||||||
Net income from discontinued operations | 0 | 0 | 1,687 | ||||||||
Net income | $ 31,821 | $ 47,565 | $ 38,822 | $ 21,163 | $ 29,203 | $ 41,419 | $ 35,813 | $ 21,594 | 139,371 | 128,029 | 123,160 |
Income allocated to participating securities, basic | (975) | (889) | (1,075) | ||||||||
Income allocated to participating securities, diluted | (972) | (884) | (1,069) | ||||||||
Net income available to common shareholders, basic | $ 138,396 | $ 127,140 | $ 122,085 | ||||||||
Weighted average common shares outstanding -- basic (in shares) | 55,872 | 56,814 | 57,730 | ||||||||
Basic earnings per share, Continuing operations (in dollars per share) | $ 0.57 | $ 0.85 | $ 0.69 | $ 0.38 | $ 0.52 | $ 0.72 | $ 0.62 | $ 0.38 | $ 2.48 | $ 2.24 | $ 2.08 |
Basic earnings per share, Discontinued operations (in dollars per share) | 0 | 0 | 0.03 | ||||||||
Basic earnings per share (in dollars per share) | 0.38 | $ 2.48 | $ 2.24 | $ 2.11 | |||||||
Net income available to common shareholders, diluted | $ 138,399 | $ 127,145 | $ 122,091 | ||||||||
Diluted effect of stock options and PVRSUs (in shares) | 283 | 459 | 526 | ||||||||
Weighted average commons shares outstanding -- diluted (in shares) | 56,155 | 57,273 | 58,256 | ||||||||
Diluted earnings per share, Continuing operations (in dollars per share) | $ 0.56 | $ 0.84 | $ 0.68 | 0.37 | $ 0.51 | $ 0.72 | $ 0.62 | $ 0.37 | $ 2.46 | $ 2.22 | $ 2.07 |
Diluted earnings per share, Discontinued operations (in dollars per share) | 0 | 0 | 0.03 | ||||||||
Diluted earnings per share (in dollars per share) | $ 0.37 | $ 2.46 | $ 2.22 | $ 2.10 |
Earnings Per Share - Narrative
Earnings Per Share - Narrative (Details) - shares | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Outstanding stock options | 2,193,502 | 2,084,201 | 1,903,177 | 1,661,952 |
Stock Options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive stock options excluded from EPS calculation | 1,200,000 | 500,000 | ||
Performance Vested Restricted Stock Units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Dilutive stock excluded from EPS calculation due to performance conditions not met | 210,258 | 178,536 | 161,810 |
Operating Leases (Details)
Operating Leases (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Leases [Abstract] | |||
Operating leases, rent expense | $ 10.9 | $ 10.5 | $ 10.4 |
Operating leases, sublease rentals | $ 0.3 | $ 0.3 | $ 0.4 |
Operating Leases - Future Minim
Operating Leases - Future Minimum Payments (Details) $ in Thousands | Dec. 31, 2016USD ($) |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | |
Minimum lease payments, 2017 | $ 12,171 |
Minimum lease payments, 2018 | 10,962 |
Minimum lease payments, 2019 | 10,122 |
Minimum lease payments, 2020 | 8,995 |
Minimum lease payments, 2021 | 7,814 |
Minimum lease payments, Thereafter | 11,114 |
Minimum lease payments, Total | 61,178 |
Future Minimum Sublease Rentals, Sale Leaseback Transactions, Fiscal Year Maturity [Abstract] | |
Minimum sublease rentals, 2017 | (366) |
Minimum sublease rentals, 2018 | (372) |
Minimum sublease rentals, 2019 | (124) |
Minimum sublease rentals, 2020 | 0 |
Minimum sublease rentals, 2021 | 0 |
Minimum sublease rentals, Thereafter | 0 |
Minimum sublease rentals, Total | (862) |
Future Minimum Lease Payments Net [Abstract] | |
Future minimum payments, net, 2017 | 11,805 |
Future minimum payments, net, 2018 | 10,590 |
Future minimum payments, net, 2019 | 9,998 |
Future minimum payments, net, 2020 | 8,995 |
Future minimum payments, net, 2021 | 7,814 |
Future minimum payments, net, Thereafter | 11,114 |
Future minimum payments, net, Total | $ 60,316 |
Condensed Consolidating Fina116
Condensed Consolidating Financial Statements - Narrative (Details) | Jul. 21, 2015 |
$350 Million Senior Secured Credit Facility | Senior Secured Credit Facility | |
Debt instrument, refinance date | Jul. 21, 2015 |
Condensed Consolidating Fina117
Condensed Consolidating Financial Statements - Condensed Consolidating Statement of Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
REVENUES: | |||||||||||
Royalty fees | $ 320,547 | $ 301,508 | $ 287,538 | ||||||||
Initial franchise and relicensing fees | 23,953 | 24,680 | 19,481 | ||||||||
Procurement services | 31,226 | 27,071 | 23,819 | ||||||||
Marketing and reservation system | 525,716 | 488,763 | 412,619 | ||||||||
Other items, net | 23,199 | 17,856 | 14,513 | ||||||||
Revenues | $ 208,195 | $ 267,577 | $ 241,751 | $ 207,118 | $ 210,951 | $ 241,526 | $ 232,156 | $ 175,245 | 924,641 | 859,878 | 757,970 |
OPERATING EXPENSES: | |||||||||||
Selling, general and administrative | 148,728 | 134,254 | 121,418 | ||||||||
Marketing and reservation system | 525,716 | 488,763 | 412,619 | ||||||||
Depreciation and amortization | 11,705 | 11,542 | 9,365 | ||||||||
Total operating expenses | 686,149 | 634,559 | 543,402 | ||||||||
Gain on sale of assets, net | 403 | 0 | 0 | ||||||||
Operating income | 52,462 | 78,618 | 64,942 | 42,873 | 47,195 | 73,803 | 62,917 | 41,404 | 238,895 | 225,319 | 214,568 |
OTHER INCOME AND EXPENSES, NET: | |||||||||||
Interest expense | 44,446 | 42,833 | 41,486 | ||||||||
Total other income and expenses, net | 38,915 | 41,334 | 40,810 | ||||||||
Income from continuing operations before income taxes | 43,792 | 70,200 | 55,610 | 30,378 | 37,804 | 62,268 | 52,879 | 31,034 | 199,980 | 183,985 | 173,758 |
Income taxes | 9,215 | 60,609 | 55,956 | 52,285 | |||||||
Income from continuing operations, net of income taxes | 139,371 | 128,029 | 121,473 | ||||||||
Income from discontinued operations, net of income taxes | 0 | 0 | 1,687 | ||||||||
Net income | $ 31,821 | $ 47,565 | $ 38,822 | $ 21,163 | $ 29,203 | $ 41,419 | $ 35,813 | $ 21,594 | 139,371 | 128,029 | 123,160 |
Parent | |||||||||||
REVENUES: | |||||||||||
Royalty fees | 300,119 | 280,739 | 262,540 | ||||||||
Initial franchise and relicensing fees | 23,284 | 23,934 | 18,753 | ||||||||
Procurement services | 30,355 | 26,387 | 22,959 | ||||||||
Marketing and reservation system | 482,836 | 446,358 | 367,726 | ||||||||
Other items, net | 15,040 | 13,744 | 13,758 | ||||||||
Revenues | 851,634 | 791,162 | 685,736 | ||||||||
OPERATING EXPENSES: | |||||||||||
Selling, general and administrative | 163,891 | 154,591 | 137,759 | ||||||||
Marketing and reservation system | 499,656 | 464,439 | 383,584 | ||||||||
Depreciation and amortization | 1,838 | 2,405 | 3,038 | ||||||||
Total operating expenses | 665,385 | 621,435 | 524,381 | ||||||||
Gain on sale of assets, net | 0 | ||||||||||
Operating income | 186,249 | 169,727 | 161,355 | ||||||||
OTHER INCOME AND EXPENSES, NET: | |||||||||||
Interest expense | 43,866 | 42,276 | 41,454 | ||||||||
Equity in earnings of consolidated subsidiaries | (48,073) | (45,155) | (45,426) | ||||||||
Other items, net | (1,402) | (957) | (1,465) | ||||||||
Total other income and expenses, net | (5,609) | (3,836) | (5,437) | ||||||||
Income from continuing operations before income taxes | 191,858 | 173,563 | 166,792 | ||||||||
Income taxes | 52,487 | 45,534 | 43,632 | ||||||||
Income from continuing operations, net of income taxes | 128,029 | 123,160 | |||||||||
Income from discontinued operations, net of income taxes | 0 | 0 | |||||||||
Net income | 139,371 | 128,029 | 123,160 | ||||||||
Guarantor Subsidiaries | |||||||||||
REVENUES: | |||||||||||
Royalty fees | 145,946 | 134,944 | 121,295 | ||||||||
Initial franchise and relicensing fees | 0 | 0 | 0 | ||||||||
Procurement services | 0 | 0 | 23 | ||||||||
Marketing and reservation system | 431,125 | 454,916 | 369,359 | ||||||||
Other items, net | 631 | 0 | 16 | ||||||||
Revenues | 577,702 | 589,860 | 490,693 | ||||||||
OPERATING EXPENSES: | |||||||||||
Selling, general and administrative | 131,517 | 120,800 | 110,504 | ||||||||
Marketing and reservation system | 414,302 | 437,378 | 354,342 | ||||||||
Depreciation and amortization | 7,456 | 7,595 | 5,679 | ||||||||
Total operating expenses | 553,275 | 565,773 | 470,525 | ||||||||
Gain on sale of assets, net | 453 | ||||||||||
Operating income | 24,880 | 24,087 | 20,168 | ||||||||
OTHER INCOME AND EXPENSES, NET: | |||||||||||
Interest expense | 1 | 2 | 3 | ||||||||
Equity in earnings of consolidated subsidiaries | 641 | 373 | (765) | ||||||||
Other items, net | (1,047) | 198 | 567 | ||||||||
Total other income and expenses, net | (405) | 573 | (195) | ||||||||
Income from continuing operations before income taxes | 25,285 | 23,514 | 20,363 | ||||||||
Income taxes | 7,912 | 10,351 | 7,922 | ||||||||
Income from continuing operations, net of income taxes | 13,163 | 12,441 | |||||||||
Income from discontinued operations, net of income taxes | 0 | 0 | |||||||||
Net income | 17,373 | 13,163 | 12,441 | ||||||||
Non-Guarantor Subsidiaries | |||||||||||
REVENUES: | |||||||||||
Royalty fees | 42,249 | 46,055 | 44,357 | ||||||||
Initial franchise and relicensing fees | 669 | 746 | 728 | ||||||||
Procurement services | 871 | 684 | 837 | ||||||||
Marketing and reservation system | 16,232 | 15,827 | 18,783 | ||||||||
Other items, net | 8,119 | 4,203 | 739 | ||||||||
Revenues | 68,140 | 67,515 | 65,444 | ||||||||
OPERATING EXPENSES: | |||||||||||
Selling, general and administrative | 21,678 | 19,184 | 13,809 | ||||||||
Marketing and reservation system | 16,235 | 15,284 | 17,942 | ||||||||
Depreciation and amortization | 2,411 | 1,542 | 648 | ||||||||
Total operating expenses | 40,324 | 36,010 | 32,399 | ||||||||
Gain on sale of assets, net | (50) | ||||||||||
Operating income | 27,766 | 31,505 | 33,045 | ||||||||
OTHER INCOME AND EXPENSES, NET: | |||||||||||
Interest expense | 579 | 555 | 29 | ||||||||
Equity in earnings of consolidated subsidiaries | 0 | 0 | 0 | ||||||||
Other items, net | (3,082) | (740) | 222 | ||||||||
Total other income and expenses, net | (2,503) | (185) | 251 | ||||||||
Income from continuing operations before income taxes | 30,269 | 31,690 | 32,794 | ||||||||
Income taxes | 210 | 71 | 731 | ||||||||
Income from continuing operations, net of income taxes | 31,619 | 32,063 | |||||||||
Income from discontinued operations, net of income taxes | 0 | 1,687 | |||||||||
Net income | 30,059 | 31,619 | 33,750 | ||||||||
Consolidated | |||||||||||
REVENUES: | |||||||||||
Royalty fees | 320,547 | 301,508 | 287,538 | ||||||||
Initial franchise and relicensing fees | 23,953 | 24,680 | 19,481 | ||||||||
Procurement services | 31,226 | 27,071 | 23,819 | ||||||||
Marketing and reservation system | 525,716 | 488,763 | 412,619 | ||||||||
Other items, net | 23,199 | 17,856 | 14,513 | ||||||||
Revenues | 924,641 | 859,878 | 757,970 | ||||||||
OPERATING EXPENSES: | |||||||||||
Selling, general and administrative | 148,728 | 134,254 | 121,418 | ||||||||
Marketing and reservation system | 525,716 | 488,763 | 412,619 | ||||||||
Depreciation and amortization | 11,705 | 11,542 | 9,365 | ||||||||
Total operating expenses | 686,149 | 634,559 | 543,402 | ||||||||
Gain on sale of assets, net | 403 | ||||||||||
Operating income | 238,895 | 225,319 | 214,568 | ||||||||
OTHER INCOME AND EXPENSES, NET: | |||||||||||
Interest expense | 44,446 | 42,833 | 41,486 | ||||||||
Equity in earnings of consolidated subsidiaries | 0 | 0 | 0 | ||||||||
Other items, net | (5,531) | (1,499) | (676) | ||||||||
Total other income and expenses, net | 38,915 | 41,334 | 40,810 | ||||||||
Income from continuing operations before income taxes | 199,980 | 183,985 | 173,758 | ||||||||
Income taxes | 60,609 | 55,956 | 52,285 | ||||||||
Income from continuing operations, net of income taxes | 128,029 | 121,473 | |||||||||
Income from discontinued operations, net of income taxes | 0 | 1,687 | |||||||||
Net income | 139,371 | 128,029 | 123,160 | ||||||||
Eliminations | |||||||||||
REVENUES: | |||||||||||
Royalty fees | (167,767) | (160,230) | (140,654) | ||||||||
Initial franchise and relicensing fees | 0 | 0 | 0 | ||||||||
Procurement services | 0 | 0 | 0 | ||||||||
Marketing and reservation system | (404,477) | (428,338) | (343,249) | ||||||||
Other items, net | (591) | (91) | 0 | ||||||||
Revenues | (572,835) | (588,659) | (483,903) | ||||||||
OPERATING EXPENSES: | |||||||||||
Selling, general and administrative | (168,358) | (160,321) | (140,654) | ||||||||
Marketing and reservation system | (404,477) | (428,338) | (343,249) | ||||||||
Depreciation and amortization | 0 | 0 | 0 | ||||||||
Total operating expenses | (572,835) | (588,659) | (483,903) | ||||||||
Gain on sale of assets, net | 0 | ||||||||||
Operating income | 0 | 0 | 0 | ||||||||
OTHER INCOME AND EXPENSES, NET: | |||||||||||
Interest expense | 0 | 0 | 0 | ||||||||
Equity in earnings of consolidated subsidiaries | 47,432 | 44,782 | 46,191 | ||||||||
Other items, net | 0 | 0 | 0 | ||||||||
Total other income and expenses, net | 47,432 | 44,782 | 46,191 | ||||||||
Income from continuing operations before income taxes | (47,432) | (44,782) | (46,191) | ||||||||
Income taxes | 0 | 0 | 0 | ||||||||
Income from continuing operations, net of income taxes | (44,782) | (46,191) | |||||||||
Income from discontinued operations, net of income taxes | 0 | 0 | |||||||||
Net income | $ (47,432) | $ (44,782) | $ (46,191) |
Condensed Consolidating Fina118
Condensed Consolidating Financial Statements - Condensed Consolidating Statements of Comprehensive Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Condensed Statement of Income Captions [Line Items] | |||||||||||
Net income | $ 31,821 | $ 47,565 | $ 38,822 | $ 21,163 | $ 29,203 | $ 41,419 | $ 35,813 | $ 21,594 | $ 139,371 | $ 128,029 | $ 123,160 |
Other comprehensive income (loss), net of tax: | |||||||||||
Amortization of loss on cash flow hedge | 862 | 862 | 861 | ||||||||
Foreign currency translation adjustment | (606) | (2,669) | (1,615) | ||||||||
Other comprehensive income (loss), net of tax | 256 | (1,807) | (754) | ||||||||
Comprehensive income | 139,627 | 126,222 | 122,406 | ||||||||
Parent | |||||||||||
Condensed Statement of Income Captions [Line Items] | |||||||||||
Net income | 139,371 | 128,029 | 123,160 | ||||||||
Other comprehensive income (loss), net of tax: | |||||||||||
Amortization of loss on cash flow hedge | 862 | 862 | 861 | ||||||||
Foreign currency translation adjustment | (606) | (2,669) | (1,615) | ||||||||
Other comprehensive income (loss), net of tax | 256 | (1,807) | (754) | ||||||||
Comprehensive income | 139,627 | 126,222 | 122,406 | ||||||||
Guarantor Subsidiaries | |||||||||||
Condensed Statement of Income Captions [Line Items] | |||||||||||
Net income | 17,373 | 13,163 | 12,441 | ||||||||
Other comprehensive income (loss), net of tax: | |||||||||||
Amortization of loss on cash flow hedge | 0 | 0 | 0 | ||||||||
Foreign currency translation adjustment | 0 | 0 | 0 | ||||||||
Other comprehensive income (loss), net of tax | 0 | 0 | 0 | ||||||||
Comprehensive income | 17,373 | 13,163 | 12,441 | ||||||||
Non-Guarantor Subsidiaries | |||||||||||
Condensed Statement of Income Captions [Line Items] | |||||||||||
Net income | 30,059 | 31,619 | 33,750 | ||||||||
Other comprehensive income (loss), net of tax: | |||||||||||
Amortization of loss on cash flow hedge | 0 | 0 | 0 | ||||||||
Foreign currency translation adjustment | (606) | (2,669) | (1,615) | ||||||||
Other comprehensive income (loss), net of tax | (606) | (2,669) | (1,615) | ||||||||
Comprehensive income | 29,453 | 28,950 | 32,135 | ||||||||
Consolidated | |||||||||||
Condensed Statement of Income Captions [Line Items] | |||||||||||
Net income | 139,371 | 128,029 | 123,160 | ||||||||
Other comprehensive income (loss), net of tax: | |||||||||||
Amortization of loss on cash flow hedge | 862 | 862 | 861 | ||||||||
Foreign currency translation adjustment | (606) | (2,669) | (1,615) | ||||||||
Other comprehensive income (loss), net of tax | 256 | (1,807) | (754) | ||||||||
Comprehensive income | 139,627 | 126,222 | 122,406 | ||||||||
Eliminations | |||||||||||
Condensed Statement of Income Captions [Line Items] | |||||||||||
Net income | (47,432) | (44,782) | (46,191) | ||||||||
Other comprehensive income (loss), net of tax: | |||||||||||
Amortization of loss on cash flow hedge | 0 | 0 | 0 | ||||||||
Foreign currency translation adjustment | 606 | 2,669 | 1,615 | ||||||||
Other comprehensive income (loss), net of tax | 606 | 2,669 | 1,615 | ||||||||
Comprehensive income | $ (46,826) | $ (42,113) | $ (44,576) |
Condensed Consolidating Fina119
Condensed Consolidating Financial Statements - Condensed Consolidating Balance Sheet (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
ASSETS | ||||
Cash and cash equivalents | $ 202,463 | $ 193,441 | $ 214,879 | $ 167,795 |
Receivables, net | 107,336 | 89,352 | ||
Total current assets | 344,873 | 310,953 | ||
Property and equipment, at cost, net | 84,061 | 88,158 | ||
Goodwill | 78,905 | 79,327 | 65,813 | |
Franchise rights and other identifiable intangibles, net | 15,738 | 11,948 | ||
Notes receivable, net of allowances | 110,608 | 82,572 | ||
Investments, employee benefit plans, at fair value | 16,975 | 17,674 | ||
Deferred income taxes | 52,812 | 42,434 | ||
Other assets | 53,657 | 16,907 | ||
Total assets | 852,468 | 717,010 | 637,917 | |
LIABILITIES AND SHAREHOLDERS’ DEFICIT | ||||
Accounts payable | 48,071 | 64,431 | ||
Accrued expenses and other current liabilities | 80,388 | 70,648 | ||
Deferred revenue | 133,218 | 71,587 | ||
Current portion of long-term debt | 1,195 | 1,191 | ||
Total current liabilities | 263,668 | 208,016 | ||
Long-term debt | 839,409 | 812,945 | ||
Deferred compensation & retirement plan obligations | 21,595 | 22,859 | ||
Other liabilities | 38,853 | 68,583 | ||
Total liabilities | 1,163,817 | 1,112,909 | ||
Total shareholders’ (deficit) equity | (311,349) | (395,899) | (428,801) | (452,871) |
Total liabilities and shareholders’ deficit | 852,468 | 717,010 | ||
Parent | ||||
ASSETS | ||||
Cash and cash equivalents | 14,696 | 13,529 | 25,290 | 9,785 |
Receivables, net | 96,128 | 79,381 | ||
Other current assets | 9,120 | 19,029 | ||
Total current assets | 119,944 | 111,939 | ||
Property and equipment, at cost, net | 44,236 | 37,857 | ||
Goodwill | 65,813 | 60,620 | ||
Franchise rights and other identifiable intangibles, net | 5,279 | 2,965 | ||
Notes receivable, net of allowances | 16,285 | 18,866 | ||
Investments, employee benefit plans, at fair value | 0 | 0 | ||
Investments in affiliates | 526,166 | 473,448 | ||
Advances to affiliates | 14,929 | 17,144 | ||
Deferred income taxes | 40,459 | 10,664 | ||
Other assets | 18,259 | 319 | ||
Total assets | 851,370 | 733,822 | ||
LIABILITIES AND SHAREHOLDERS’ DEFICIT | ||||
Accounts payable | 14,296 | 12,359 | ||
Accrued expenses and other current liabilities | 31,352 | 29,099 | ||
Deferred revenue | 132,217 | 8,749 | ||
Current portion of long-term debt | 0 | |||
Other current liabilities | 8,480 | |||
Total current liabilities | 186,345 | 50,207 | ||
Long-term debt | 826,551 | 799,212 | ||
Deferred compensation & retirement plan obligations | 0 | 0 | ||
Advances from affiliates | 135,879 | 235,629 | ||
Other liabilities | 13,944 | 44,673 | ||
Total liabilities | 1,162,719 | 1,129,721 | ||
Total shareholders’ (deficit) equity | (311,349) | (395,899) | ||
Total liabilities and shareholders’ deficit | 851,370 | 733,822 | ||
Guarantor Subsidiaries | ||||
ASSETS | ||||
Cash and cash equivalents | 159 | 19 | 25 | 19 |
Receivables, net | 1,556 | 1,132 | ||
Other current assets | 29,281 | 14,176 | ||
Total current assets | 30,996 | 15,327 | ||
Property and equipment, at cost, net | 21,718 | 33,575 | ||
Goodwill | 0 | 5,193 | ||
Franchise rights and other identifiable intangibles, net | 3,494 | 1,013 | ||
Notes receivable, net of allowances | 42,398 | 38,957 | ||
Investments, employee benefit plans, at fair value | 16,975 | 17,674 | ||
Investments in affiliates | 50,798 | 37,182 | ||
Advances to affiliates | 123,074 | 212,773 | ||
Deferred income taxes | 14,234 | 33,936 | ||
Other assets | 76,933 | 45,383 | ||
Total assets | 380,620 | 441,013 | ||
LIABILITIES AND SHAREHOLDERS’ DEFICIT | ||||
Accounts payable | 29,705 | 48,238 | ||
Accrued expenses and other current liabilities | 45,179 | 45,601 | ||
Deferred revenue | 0 | 61,890 | ||
Current portion of long-term debt | 430 | |||
Other current liabilities | 7 | |||
Total current liabilities | 74,891 | 156,159 | ||
Long-term debt | 3,712 | 3,712 | ||
Deferred compensation & retirement plan obligations | 21,584 | 22,849 | ||
Advances from affiliates | 1,188 | 257 | ||
Other liabilities | 15,631 | 15,755 | ||
Total liabilities | 117,006 | 198,732 | ||
Total shareholders’ (deficit) equity | 263,614 | 242,281 | ||
Total liabilities and shareholders’ deficit | 380,620 | 441,013 | ||
Non-Guarantor Subsidiaries | ||||
ASSETS | ||||
Cash and cash equivalents | 187,608 | 179,893 | 189,564 | 157,991 |
Receivables, net | 9,802 | 8,992 | ||
Other current assets | 4,470 | 5,331 | ||
Total current assets | 201,880 | 194,216 | ||
Property and equipment, at cost, net | 18,107 | 16,726 | ||
Goodwill | 13,092 | 13,514 | ||
Franchise rights and other identifiable intangibles, net | 6,965 | 7,970 | ||
Notes receivable, net of allowances | 51,925 | 24,749 | ||
Investments, employee benefit plans, at fair value | 0 | 0 | ||
Investments in affiliates | 0 | 0 | ||
Advances to affiliates | 17 | 7,789 | ||
Deferred income taxes | 0 | 0 | ||
Other assets | 53,304 | 38,348 | ||
Total assets | 345,290 | 303,312 | ||
LIABILITIES AND SHAREHOLDERS’ DEFICIT | ||||
Accounts payable | 4,220 | 3,987 | ||
Accrued expenses and other current liabilities | 3,857 | 6,378 | ||
Deferred revenue | 1,107 | 1,053 | ||
Current portion of long-term debt | 761 | |||
Other current liabilities | 1,195 | |||
Total current liabilities | 10,379 | 12,179 | ||
Long-term debt | 9,146 | 10,021 | ||
Deferred compensation & retirement plan obligations | 11 | 10 | ||
Advances from affiliates | 953 | 1,820 | ||
Other liabilities | 11,451 | 10,933 | ||
Total liabilities | 31,940 | 34,963 | ||
Total shareholders’ (deficit) equity | 313,350 | 268,349 | ||
Total liabilities and shareholders’ deficit | 345,290 | 303,312 | ||
Consolidated | ||||
ASSETS | ||||
Cash and cash equivalents | 202,463 | 193,441 | 214,879 | 167,795 |
Receivables, net | 107,336 | 89,352 | ||
Other current assets | 35,074 | 28,160 | ||
Total current assets | 344,873 | 310,953 | ||
Property and equipment, at cost, net | 84,061 | 88,158 | ||
Goodwill | 78,905 | 79,327 | ||
Franchise rights and other identifiable intangibles, net | 15,738 | 11,948 | ||
Notes receivable, net of allowances | 110,608 | 82,572 | ||
Investments, employee benefit plans, at fair value | 16,975 | 17,674 | ||
Investments in affiliates | 0 | 0 | ||
Advances to affiliates | 0 | 0 | ||
Deferred income taxes | 52,812 | 42,434 | ||
Other assets | 148,496 | 83,944 | ||
Total assets | 852,468 | 717,010 | ||
LIABILITIES AND SHAREHOLDERS’ DEFICIT | ||||
Accounts payable | 48,071 | 64,431 | ||
Accrued expenses and other current liabilities | 80,388 | 70,807 | ||
Deferred revenue | 133,218 | 71,587 | ||
Current portion of long-term debt | 1,191 | |||
Other current liabilities | 1,991 | |||
Total current liabilities | 263,668 | 208,016 | ||
Long-term debt | 839,409 | 812,945 | ||
Deferred compensation & retirement plan obligations | 21,595 | 22,859 | ||
Advances from affiliates | 0 | 0 | ||
Other liabilities | 39,145 | 69,089 | ||
Total liabilities | 1,163,817 | 1,112,909 | ||
Total shareholders’ (deficit) equity | (311,349) | (395,899) | ||
Total liabilities and shareholders’ deficit | 852,468 | 717,010 | ||
Eliminations | ||||
ASSETS | ||||
Cash and cash equivalents | 0 | 0 | $ 0 | $ 0 |
Receivables, net | (150) | (153) | ||
Other current assets | (7,797) | (10,376) | ||
Total current assets | (7,947) | (10,529) | ||
Property and equipment, at cost, net | 0 | 0 | ||
Goodwill | 0 | 0 | ||
Franchise rights and other identifiable intangibles, net | 0 | 0 | ||
Notes receivable, net of allowances | 0 | 0 | ||
Investments, employee benefit plans, at fair value | 0 | 0 | ||
Investments in affiliates | (576,964) | (510,630) | ||
Advances to affiliates | (138,020) | (237,706) | ||
Deferred income taxes | (1,881) | (2,166) | ||
Other assets | 0 | (106) | ||
Total assets | (724,812) | (761,137) | ||
LIABILITIES AND SHAREHOLDERS’ DEFICIT | ||||
Accounts payable | (150) | (153) | ||
Accrued expenses and other current liabilities | 0 | (10,271) | ||
Deferred revenue | (106) | (105) | ||
Current portion of long-term debt | 0 | |||
Other current liabilities | (7,691) | |||
Total current liabilities | (7,947) | (10,529) | ||
Long-term debt | 0 | 0 | ||
Deferred compensation & retirement plan obligations | 0 | 0 | ||
Advances from affiliates | (138,020) | (237,706) | ||
Other liabilities | (1,881) | (2,272) | ||
Total liabilities | (147,848) | (250,507) | ||
Total shareholders’ (deficit) equity | (576,964) | (510,630) | ||
Total liabilities and shareholders’ deficit | $ (724,812) | $ (761,137) |
Condensed Consolidating Fina120
Condensed Consolidating Financial Statements - Condensed Consolidating Statement Of Cash Flows (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Condensed Cash Flow Statements, Captions [Line Items] | ||||
Net cash provided by operating activities | $ (21,380) | $ 152,035 | $ 165,079 | $ 187,612 |
CASH FLOWS FROM INVESTING ACTIVITIES | ||||
Investment in property and equipment | (25,191) | (27,765) | (20,946) | |
Investment in intangible assets | (2,580) | (733) | (636) | |
Business acquisitions, net of cash acquired | (1,341) | (13,269) | 0 | |
Acquisitions of real estate | (28,583) | (9,200) | 0 | |
Proceeds from sale of assets | 11,462 | 6,347 | 15,612 | |
Contributions to equity method investments | (34,661) | (23,737) | (17,789) | |
Distributions from equity method investments | 3,700 | 518 | 0 | |
Issuance of mezzanine and other notes receivable | (32,604) | (36,884) | (3,340) | |
Collections of mezzanine and other notes receivable | 11,070 | 4,849 | 11,289 | |
Purchases of investments, employee benefit plans | (1,661) | (3,220) | (2,794) | |
Proceeds from sales of investments, employee benefit plans | 1,911 | 3,170 | 964 | |
Other items, net | 11 | 114 | (6) | |
Net cash used in investing activities | (98,467) | (99,810) | (17,646) | |
CASH FLOWS FROM FINANCING ACTIVITIES | ||||
Net borrowings (repayments) pursuant to revolving credit facilities | 25,795 | 158,867 | 0 | |
Principal payments on long-term debt | (988) | (130,501) | (10,108) | |
Proceeds from the issuance of long-term debt | 0 | 176 | 250 | |
Purchase of treasury stock | (35,926) | (72,873) | (77,972) | |
Proceeds from exercise of stock options | 12,951 | 7,056 | 10,098 | |
Debt issuance costs | (284) | (2,169) | 0 | |
Dividends paid | (46,182) | (45,214) | (43,529) | |
Net cash used in financing activities | 62,627 | (44,084) | (84,658) | (121,261) |
Net change in cash and cash equivalents | 9,484 | (19,389) | 48,705 | |
Effect of foreign exchange rate changes on cash and cash equivalents | (462) | (2,049) | (1,621) | |
Cash and cash equivalents at beginning of period | 193,441 | 193,441 | 214,879 | 167,795 |
Cash and cash equivalents at end of period | 202,463 | 193,441 | 214,879 | |
Parent | ||||
Condensed Cash Flow Statements, Captions [Line Items] | ||||
Net cash provided by operating activities | 63,838 | 100,755 | 141,037 | |
CASH FLOWS FROM INVESTING ACTIVITIES | ||||
Investment in property and equipment | (21,338) | (20,242) | (11,234) | |
Investment in intangible assets | (680) | (619) | (594) | |
Business acquisitions, net of cash acquired | 0 | 0 | ||
Acquisitions of real estate | 0 | (319) | ||
Proceeds from sale of assets | 0 | 93 | 27 | |
Contributions to equity method investments | 0 | 0 | 0 | |
Distributions from equity method investments | 0 | 0 | ||
Issuance of mezzanine and other notes receivable | (8,382) | (12,753) | (3,340) | |
Collections of mezzanine and other notes receivable | 11,070 | 4,849 | 11,289 | |
Purchases of investments, employee benefit plans | 0 | 0 | 0 | |
Proceeds from sales of investments, employee benefit plans | 0 | 0 | 0 | |
Advances to and investments in affiliates | 0 | 0 | (1,000) | |
Divestment in affiliates | 0 | 0 | 0 | |
Other items, net | 100 | 49 | 98 | |
Net cash used in investing activities | (19,230) | (28,942) | (4,754) | |
CASH FLOWS FROM FINANCING ACTIVITIES | ||||
Net borrowings (repayments) pursuant to revolving credit facilities | 26,000 | 159,000 | ||
Principal payments on long-term debt | 0 | (129,374) | (9,375) | |
Proceeds from the issuance of long-term debt | 0 | 0 | 0 | |
Purchase of treasury stock | (35,926) | (72,873) | (77,972) | |
Proceeds from other debt agreements | 0 | |||
Proceeds from exercise of stock options | 12,951 | 7,056 | 10,098 | |
Debt issuance costs | (284) | (2,169) | ||
Proceeds from contributions from affiliates | 0 | 0 | 0 | |
Distributions to affiliates | 0 | 0 | 0 | |
Dividends paid | (46,182) | (45,214) | (43,529) | |
Net cash used in financing activities | (43,441) | (83,574) | (120,778) | |
Net change in cash and cash equivalents | 1,167 | (11,761) | 15,505 | |
Effect of foreign exchange rate changes on cash and cash equivalents | 0 | 0 | 0 | |
Cash and cash equivalents at beginning of period | 13,529 | 13,529 | 25,290 | 9,785 |
Cash and cash equivalents at end of period | 14,696 | 13,529 | 25,290 | |
Guarantor Subsidiaries | ||||
Condensed Cash Flow Statements, Captions [Line Items] | ||||
Net cash provided by operating activities | 53,468 | 23,814 | 24,521 | |
CASH FLOWS FROM INVESTING ACTIVITIES | ||||
Investment in property and equipment | (2,554) | (6,952) | (9,134) | |
Investment in intangible assets | (1,900) | 0 | 0 | |
Business acquisitions, net of cash acquired | 0 | 0 | ||
Acquisitions of real estate | 0 | 0 | ||
Proceeds from sale of assets | 0 | 4,661 | 516 | |
Contributions to equity method investments | (34,593) | (22,205) | (11,390) | |
Distributions from equity method investments | 0 | 0 | ||
Issuance of mezzanine and other notes receivable | 0 | 0 | 0 | |
Collections of mezzanine and other notes receivable | 0 | 0 | 0 | |
Purchases of investments, employee benefit plans | (1,661) | (3,220) | (2,794) | |
Proceeds from sales of investments, employee benefit plans | 1,911 | 3,170 | 964 | |
Advances to and investments in affiliates | (29,327) | (9,418) | (5,578) | |
Divestment in affiliates | 15,226 | 10,735 | 3,426 | |
Other items, net | 0 | (49) | 0 | |
Net cash used in investing activities | (52,898) | (23,278) | (23,990) | |
CASH FLOWS FROM FINANCING ACTIVITIES | ||||
Net borrowings (repayments) pursuant to revolving credit facilities | 0 | 0 | ||
Principal payments on long-term debt | (430) | (718) | (701) | |
Proceeds from the issuance of long-term debt | 0 | 176 | 176 | |
Purchase of treasury stock | 0 | 0 | 0 | |
Proceeds from other debt agreements | 0 | |||
Proceeds from exercise of stock options | 0 | 0 | 0 | |
Debt issuance costs | 0 | 0 | ||
Proceeds from contributions from affiliates | 0 | 0 | 0 | |
Distributions to affiliates | 0 | 0 | 0 | |
Dividends paid | 0 | 0 | 0 | |
Net cash used in financing activities | (430) | (542) | (525) | |
Net change in cash and cash equivalents | 140 | (6) | 6 | |
Effect of foreign exchange rate changes on cash and cash equivalents | 0 | 0 | 0 | |
Cash and cash equivalents at beginning of period | 19 | 19 | 25 | 19 |
Cash and cash equivalents at end of period | 159 | 19 | 25 | |
Non-Guarantor Subsidiaries | ||||
Condensed Cash Flow Statements, Captions [Line Items] | ||||
Net cash provided by operating activities | 35,386 | 41,167 | 22,711 | |
CASH FLOWS FROM INVESTING ACTIVITIES | ||||
Investment in property and equipment | (1,299) | (571) | (578) | |
Investment in intangible assets | 0 | (114) | (42) | |
Business acquisitions, net of cash acquired | (1,341) | (13,269) | ||
Acquisitions of real estate | (28,583) | (8,881) | ||
Proceeds from sale of assets | 11,462 | 1,593 | 15,069 | |
Contributions to equity method investments | (68) | (1,532) | (6,399) | |
Distributions from equity method investments | 3,700 | 518 | ||
Issuance of mezzanine and other notes receivable | (24,222) | (24,131) | 0 | |
Collections of mezzanine and other notes receivable | 0 | 0 | 0 | |
Purchases of investments, employee benefit plans | 0 | 0 | 0 | |
Proceeds from sales of investments, employee benefit plans | 0 | 0 | 0 | |
Advances to and investments in affiliates | 0 | 0 | 0 | |
Divestment in affiliates | 0 | 0 | 0 | |
Other items, net | (89) | 114 | (104) | |
Net cash used in investing activities | (40,440) | (46,273) | 7,946 | |
CASH FLOWS FROM FINANCING ACTIVITIES | ||||
Net borrowings (repayments) pursuant to revolving credit facilities | (205) | (133) | ||
Principal payments on long-term debt | (558) | (409) | (32) | |
Proceeds from the issuance of long-term debt | 0 | 0 | 74 | |
Purchase of treasury stock | 0 | 0 | 0 | |
Proceeds from other debt agreements | 550 | |||
Proceeds from exercise of stock options | 0 | 0 | 0 | |
Debt issuance costs | 0 | 0 | ||
Proceeds from contributions from affiliates | 29,327 | 9,418 | 6,578 | |
Distributions to affiliates | (15,226) | (10,735) | (3,426) | |
Dividends paid | (657) | (657) | (657) | |
Net cash used in financing activities | 13,231 | (2,516) | 2,537 | |
Net change in cash and cash equivalents | 8,177 | (7,622) | 33,194 | |
Effect of foreign exchange rate changes on cash and cash equivalents | (462) | (2,049) | (1,621) | |
Cash and cash equivalents at beginning of period | 179,893 | 179,893 | 189,564 | 157,991 |
Cash and cash equivalents at end of period | 187,608 | 179,893 | 189,564 | |
Consolidated | ||||
Condensed Cash Flow Statements, Captions [Line Items] | ||||
Net cash provided by operating activities | 152,035 | 165,079 | 187,612 | |
CASH FLOWS FROM INVESTING ACTIVITIES | ||||
Investment in property and equipment | (25,191) | (27,765) | (20,946) | |
Investment in intangible assets | (2,580) | (733) | (636) | |
Business acquisitions, net of cash acquired | (1,341) | (13,269) | ||
Acquisitions of real estate | (28,583) | (9,200) | ||
Proceeds from sale of assets | 11,462 | 6,347 | 15,612 | |
Contributions to equity method investments | (34,661) | (23,737) | (17,789) | |
Distributions from equity method investments | 3,700 | 518 | ||
Issuance of mezzanine and other notes receivable | (32,604) | (36,884) | (3,340) | |
Collections of mezzanine and other notes receivable | 11,070 | 4,849 | 11,289 | |
Purchases of investments, employee benefit plans | (1,661) | (3,220) | (2,794) | |
Proceeds from sales of investments, employee benefit plans | 1,911 | 3,170 | 964 | |
Advances to and investments in affiliates | 0 | 0 | 0 | |
Divestment in affiliates | 0 | 0 | 0 | |
Other items, net | 11 | 114 | (6) | |
Net cash used in investing activities | (98,467) | (99,810) | (17,646) | |
CASH FLOWS FROM FINANCING ACTIVITIES | ||||
Net borrowings (repayments) pursuant to revolving credit facilities | 25,795 | 158,867 | ||
Principal payments on long-term debt | (988) | (130,501) | (10,108) | |
Proceeds from the issuance of long-term debt | 0 | 176 | 250 | |
Purchase of treasury stock | (35,926) | (72,873) | (77,972) | |
Proceeds from other debt agreements | 550 | |||
Proceeds from exercise of stock options | 12,951 | 7,056 | 10,098 | |
Debt issuance costs | (284) | (2,169) | ||
Proceeds from contributions from affiliates | 0 | 0 | 0 | |
Distributions to affiliates | 0 | 0 | 0 | |
Dividends paid | (46,182) | (45,214) | (43,529) | |
Net cash used in financing activities | (44,084) | (84,658) | (121,261) | |
Net change in cash and cash equivalents | 9,484 | (19,389) | 48,705 | |
Effect of foreign exchange rate changes on cash and cash equivalents | (462) | (2,049) | (1,621) | |
Cash and cash equivalents at beginning of period | 193,441 | 193,441 | 214,879 | 167,795 |
Cash and cash equivalents at end of period | 202,463 | 193,441 | 214,879 | |
Eliminations | ||||
Condensed Cash Flow Statements, Captions [Line Items] | ||||
Net cash provided by operating activities | (657) | (657) | (657) | |
CASH FLOWS FROM INVESTING ACTIVITIES | ||||
Investment in property and equipment | 0 | 0 | 0 | |
Investment in intangible assets | 0 | 0 | 0 | |
Business acquisitions, net of cash acquired | 0 | 0 | ||
Acquisitions of real estate | 0 | 0 | ||
Proceeds from sale of assets | 0 | 0 | 0 | |
Contributions to equity method investments | 0 | 0 | 0 | |
Distributions from equity method investments | 0 | 0 | ||
Issuance of mezzanine and other notes receivable | 0 | 0 | 0 | |
Collections of mezzanine and other notes receivable | 0 | 0 | 0 | |
Purchases of investments, employee benefit plans | 0 | 0 | 0 | |
Proceeds from sales of investments, employee benefit plans | 0 | 0 | 0 | |
Advances to and investments in affiliates | 29,327 | 9,418 | 6,578 | |
Divestment in affiliates | (15,226) | (10,735) | (3,426) | |
Other items, net | 0 | 0 | 0 | |
Net cash used in investing activities | 14,101 | (1,317) | 3,152 | |
CASH FLOWS FROM FINANCING ACTIVITIES | ||||
Net borrowings (repayments) pursuant to revolving credit facilities | 0 | 0 | ||
Principal payments on long-term debt | 0 | 0 | 0 | |
Proceeds from the issuance of long-term debt | 0 | 0 | 0 | |
Purchase of treasury stock | 0 | 0 | 0 | |
Proceeds from other debt agreements | 0 | |||
Proceeds from exercise of stock options | 0 | 0 | 0 | |
Debt issuance costs | 0 | 0 | ||
Proceeds from contributions from affiliates | (29,327) | (9,418) | (6,578) | |
Distributions to affiliates | 15,226 | 10,735 | 3,426 | |
Dividends paid | 657 | 657 | 657 | |
Net cash used in financing activities | (13,444) | 1,974 | (2,495) | |
Net change in cash and cash equivalents | 0 | 0 | 0 | |
Effect of foreign exchange rate changes on cash and cash equivalents | 0 | 0 | 0 | |
Cash and cash equivalents at beginning of period | $ 0 | 0 | 0 | 0 |
Cash and cash equivalents at end of period | $ 0 | $ 0 | $ 0 |
Reportable Segment Informati121
Reportable Segment Information - Schedule Of Financial Information For Company's Franchising Segment (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016USD ($)brand | Sep. 30, 2016USD ($) | Jun. 30, 2016USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Sep. 30, 2015USD ($) | Jun. 30, 2015USD ($) | Mar. 31, 2015USD ($) | Dec. 31, 2016USD ($)brand | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
Segment Reporting Information [Line Items] | |||||||||||
Number of brands | brand | 11 | 11 | |||||||||
Revenues | $ 208,195 | $ 267,577 | $ 241,751 | $ 207,118 | $ 210,951 | $ 241,526 | $ 232,156 | $ 175,245 | $ 924,641 | $ 859,878 | $ 757,970 |
Operating income (loss) | 52,462 | 78,618 | 64,942 | 42,873 | 47,195 | 73,803 | 62,917 | 41,404 | 238,895 | 225,319 | 214,568 |
Depreciation and amortization | 11,705 | 11,542 | 9,365 | ||||||||
Income (loss) from continuing operations before income taxes | 43,792 | $ 70,200 | $ 55,610 | $ 30,378 | 37,804 | $ 62,268 | $ 52,879 | $ 31,034 | 199,980 | 183,985 | 173,758 |
Capital expenditures | 21,967 | 34,660 | 36,574 | ||||||||
Total assets | 852,468 | 717,010 | 852,468 | 717,010 | 637,917 | ||||||
Investments in unconsolidated entities | 94,839 | 67,037 | 94,839 | 67,037 | |||||||
Foreign Operations | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 58,000 | 53,900 | 57,600 | ||||||||
Long-lived assets | 74,900 | 49,300 | 74,900 | 49,300 | 4,500 | ||||||
Franchising | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 915,825 | 855,462 | 757,370 | ||||||||
Operating income (loss) | 307,354 | 285,752 | 273,177 | ||||||||
Depreciation and amortization | 5,191 | 6,762 | 6,125 | ||||||||
Income (loss) from continuing operations before income taxes | 307,847 | 284,851 | 272,520 | ||||||||
Capital expenditures | 17,552 | 28,662 | 19,958 | ||||||||
Total assets | 520,674 | 397,428 | 520,674 | 397,428 | 318,306 | ||||||
Franchising | Assets, Total | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Investments in unconsolidated entities | 94,800 | 67,000 | 94,800 | 67,000 | 50,600 | ||||||
SkyTouch Technology | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 1,933 | 1,186 | 600 | ||||||||
Operating income (loss) | (18,088) | (18,971) | (17,065) | ||||||||
Depreciation and amortization | 1,853 | 1,450 | 1,007 | ||||||||
Income (loss) from continuing operations before income taxes | (18,088) | (18,971) | (17,065) | ||||||||
Capital expenditures | 1,159 | 1,454 | 1,816 | ||||||||
Total assets | 3,517 | 4,073 | 3,517 | 4,073 | 4,197 | ||||||
Corporate & Other | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 6,883 | 3,230 | 0 | ||||||||
Operating income (loss) | (50,371) | (41,462) | (41,544) | ||||||||
Depreciation and amortization | 4,661 | 3,330 | 2,233 | ||||||||
Income (loss) from continuing operations before income taxes | (89,779) | (81,895) | (81,697) | ||||||||
Capital expenditures | 3,256 | 4,544 | 14,800 | ||||||||
Total assets | 328,277 | 315,509 | 328,277 | 315,509 | 315,414 | ||||||
Elimination Adjustments | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 0 | 0 | 0 | ||||||||
Operating income (loss) | 0 | 0 | 0 | ||||||||
Depreciation and amortization | 0 | 0 | 0 | ||||||||
Income (loss) from continuing operations before income taxes | 0 | 0 | 0 | ||||||||
Capital expenditures | 0 | 0 | 0 | ||||||||
Total assets | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Related Party Transactions (Det
Related Party Transactions (Details) $ in Thousands | Sep. 30, 2014USD ($) | May 31, 2016USD ($) | Dec. 31, 2013USD ($)ft² | Aug. 31, 2012USD ($)ft² | Dec. 31, 2016USD ($)hotel | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Aug. 31, 2016 | Oct. 15, 1997company |
Related Party Transaction [Line Items] | |||||||||
Number of companies following spin-off | company | 2 | ||||||||
Sunburst | |||||||||
Related Party Transaction [Line Items] | |||||||||
Number of hotels operated by related party | hotel | 7 | ||||||||
Due from related party | $ 200 | $ 200 | |||||||
Sunburst | Franchise Fees | |||||||||
Related Party Transaction [Line Items] | |||||||||
Payments received from related party | 2,000 | 2,500 | $ 2,400 | ||||||
Family Member(s) of Largest Shareholder | Aircraft sublease rental income | |||||||||
Related Party Transaction [Line Items] | |||||||||
Payments received from related party | 38 | 27 | 95 | ||||||
Family Member(s) of Largest Shareholder | Leased space provided free of charge | Lease Agreement Amendment | |||||||||
Related Party Transaction [Line Items] | |||||||||
Area under lease, related party (in square feet) | ft² | 2,154 | ||||||||
Annual lease payments, amendment, related party | $ 84 | ||||||||
Operating lease, termination payment | $ 103 | ||||||||
Expenses from transactions, related party | $ 27 | ||||||||
Family Member(s) of Largest Shareholder | Leased office space | Lease Agreements | |||||||||
Related Party Transaction [Line Items] | |||||||||
Area under lease, related party (in square feet) | ft² | 2,200 | ||||||||
Related Party Transaction Sublease Notice Period | 90 days | ||||||||
Annual lease payments, related party | $ 150 | $ 90 | |||||||
Family Member(s) of Largest Shareholder | Sublease rental income | Lease Agreements | |||||||||
Related Party Transaction [Line Items] | |||||||||
Payments received from related party | 179 | 90 | |||||||
Chief Executive Officer | Aircraft sublease rental income | |||||||||
Related Party Transaction [Line Items] | |||||||||
Payments received from related party | 0 | $ 12 | |||||||
Affiliated Entity | Credit agreement | |||||||||
Related Party Transaction [Line Items] | |||||||||
Debt instrument stated interest rate | 4.00% | ||||||||
Line of credit, outstanding | $ 600 |
Transactions with Unconsolid123
Transactions with Unconsolidated Joint Ventures (Details) | Mar. 01, 2019USD ($) | Mar. 31, 2016USD ($) | Jul. 31, 2014USD ($) | Dec. 31, 2012USD ($)tranche | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | Oct. 31, 2016USD ($) | Aug. 31, 2015USD ($) | May 31, 2015USD ($) |
Related Party Transaction [Line Items] | |||||||||||
Sale of investment in unconsolidated joint venture | $ 2,350,000 | $ 0 | $ 0 | ||||||||
Gain (loss) on disposition of assets | 346,000 | 1,521,000 | $ 2,809,000 | ||||||||
Receivables, net | 107,336,000 | 89,352,000 | |||||||||
Member of Unconsolidated Joint Venture | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Due from related party | $ 19,500,000 | ||||||||||
Debt instrument, number of tranches | tranche | 2 | ||||||||||
Proceeds from related party promissory note | $ 9,500,000 | ||||||||||
Promissory note extended to related part | $ 4,000,000 | ||||||||||
Proceeds from divestiture of interest in joint venture | $ 2,400,000 | ||||||||||
Management fee expense | 800,000 | ||||||||||
Note due in 2013 | Member of Unconsolidated Joint Venture | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Due from related party | $ 9,500,000 | ||||||||||
Note due on fifth anniversary of promissory note | Member of Unconsolidated Joint Venture | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Due from related party | 10,000,000 | ||||||||||
Pre hotel construction completion | Member of Unconsolidated Joint Venture | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Debt instrument, term | 5 years | ||||||||||
Debt instrument stated interest rate | 6.00% | ||||||||||
Promissory note, frequency of interest payments | quarterly | ||||||||||
Post hotel construction completion | Member of Unconsolidated Joint Venture | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Debt instrument stated interest rate | 8.00% | ||||||||||
Promissory note, frequency of interest payments | monthly | ||||||||||
Member of Unconsolidated Joint Venture | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Sale of investment in unconsolidated joint venture | $ 6,500,000 | ||||||||||
Gain (loss) on disposition of assets | $ 0 | ||||||||||
Royalty and marketing and reservation system fees | 17,300,000 | 15,500,000 | $ 15,400,000 | ||||||||
Receivables, net | 1,100,000 | 1,100,000 | |||||||||
Commissions paid to travel agent | 200,000 | $ 400,000 | $ 500,000 | ||||||||
Member of Unconsolidated Joint Venture | Loans Payable | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Debt instrument, face amount | $ 24,400,000 | $ 4,000,000 | |||||||||
Promissory note outstanding | 3,000,000 | ||||||||||
Promissory note extended to related part | $ 25,400,000 | ||||||||||
Related party transaction, additional loan amount | $ 1,000,000 | ||||||||||
Scenario, Forecast | Member of Unconsolidated Joint Venture | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Deferred gain (loss) on promissory note | $ 200,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | 12 Months Ended | ||||
Dec. 31, 2016USD ($) | Jun. 02, 2016USD ($)Guarantee | Nov. 30, 2015USD ($) | Sep. 04, 2015USD ($) | Oct. 09, 2012USD ($) | |
Loss Contingencies [Line Items] | |||||
Bank loan issued to VIE, partially guaranteed by parent | $ 13,300,000 | $ 18,000,000 | |||
Bank loan issued to VIE, percentage guaranteed by parent (percent) | 25.00% | ||||
Parent's guarantor obligation, maximum exposure | $ 3,300,000 | $ 1,800,000 | $ 4,500,000 | ||
Termination of limited guarantees, consecutive quarters at a specified debt yield | 6 months | ||||
Number of guarantees | Guarantee | 3 | ||||
Forgivable Notes Receivable | |||||
Loss Contingencies [Line Items] | |||||
Other commitment | $ 188,300,000 | ||||
Commitment due in next twelve months | 108,100,000 | ||||
Capital Contribution to Joint Venture | |||||
Loss Contingencies [Line Items] | |||||
Commitment due in next twelve months | 21,400,000 | ||||
Development Company | |||||
Loss Contingencies [Line Items] | |||||
Other commitment | $ 49,100,000 | ||||
Payments to acquire loans receivable | $ 30,400,000 | ||||
Variable Interest Entity, Not Primary Beneficiary | |||||
Loss Contingencies [Line Items] | |||||
Construction Loan | $ 46,200,000 | ||||
Variable Interest Entity, Not Primary Beneficiary | Medium-term Notes | |||||
Loss Contingencies [Line Items] | |||||
Debt instrument, face amount | $ 61,000,000 |
Acquisitions Narrative (Details
Acquisitions Narrative (Details) $ in Thousands | Sep. 21, 2016USD ($) | Aug. 11, 2015USD ($) | Mar. 31, 2016USD ($)Acquisition | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) |
Business Acquisition [Line Items] | ||||||
Cash paid, net of cash acquired | $ 1,341 | $ 13,269 | $ 0 | |||
Gain on sale of assets, net | 403 | $ 0 | $ 0 | |||
Maxxton Holding B.V. (“MHB”) | ||||||
Business Acquisition [Line Items] | ||||||
Voting equity interest acquired (percent) | 100.00% | |||||
Total Assets Acquired | $ 23,600 | |||||
Cash paid, net of cash acquired | 13,300 | |||||
Deferred purchase price payable | 6,800 | |||||
Liabilities assumed | $ 3,500 | |||||
Deferred purchase price payment period | 5 years | |||||
Variable compensation arrangement term | 5 years | |||||
Total expected compensation under variable compensation arrangement | $ 8,200 | |||||
Series of Individually Immaterial Business Acquisitions | ||||||
Business Acquisition [Line Items] | ||||||
Number of businesses acquired | Acquisition | 3 | |||||
Total Assets Acquired | 25,804 | |||||
Business combination, recognized identifiable assets acquired and liabilities assumed, net | 25,564 | |||||
Other Liabilities | $ 240 | |||||
Acquisition related costs | $ 500 | |||||
Indianapolis, IN | ||||||
Business Acquisition [Line Items] | ||||||
Proceeds from the sale of property | $ 6,700 | |||||
Gain on sale of assets, net | $ 400 |
Acquisitions Fair Value of Asse
Acquisitions Fair Value of Assets Acquired (Details) - Series of Individually Immaterial Business Acquisitions $ in Thousands | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Business Acquisition [Line Items] | |
Land | $ 14,548 |
Land Improvements | 100 |
Building | 10,499 |
Other Assets | 303 |
Total Assets Acquired | 25,804 |
Other Liabilities | (240) |
Cash paid, net of cash acquired | 25,564 |
Leasehold Value | |
Business Acquisition [Line Items] | |
Intangibles | (24) |
Lease in Place | |
Business Acquisition [Line Items] | |
Intangibles | 327 |
Leasing Commission | |
Business Acquisition [Line Items] | |
Intangibles | $ 51 |
Land Improvements | |
Business Acquisition [Line Items] | |
Estimated useful life | 5 years |
Building | |
Business Acquisition [Line Items] | |
Estimated useful life | 30 years |
Discontinued Operations (Detail
Discontinued Operations (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2014hotel | Dec. 31, 2016USD ($)hotel | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
Discontinued Operation, Consolidated Statements of Income Disclosures [Abstract] | ||||
Income from discontinued operations, net of income taxes | $ 0 | $ 0 | $ 1,687 | |
Discontinued operations | ||||
Discontinued Operation, Consolidated Statements of Income Disclosures [Abstract] | ||||
Hotel operations | 801 | |||
Total revenues | 801 | |||
Hotel operations | 927 | |||
Total operating expenses | 927 | |||
Operating income (loss) | (126) | |||
Gain on disposal of discontinued operations | 2,807 | |||
Income from discontinued operations before income taxes | 2,681 | |||
Income taxes | 994 | |||
Income from discontinued operations, net of income taxes | $ 1,687 | |||
MainStay Suites | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Company-owned hotels, approved to be sold | hotel | 3 | |||
Company-owned hotels | hotel | 3 |
Selected Quarterly Financial128
Selected Quarterly Financial Data - (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Revenues | $ 208,195 | $ 267,577 | $ 241,751 | $ 207,118 | $ 210,951 | $ 241,526 | $ 232,156 | $ 175,245 | $ 924,641 | $ 859,878 | $ 757,970 |
Operating income | 52,462 | 78,618 | 64,942 | 42,873 | 47,195 | 73,803 | 62,917 | 41,404 | 238,895 | 225,319 | 214,568 |
Income before income taxes | 43,792 | 70,200 | 55,610 | 30,378 | 37,804 | 62,268 | 52,879 | 31,034 | 199,980 | 183,985 | 173,758 |
Net income | $ 31,821 | $ 47,565 | $ 38,822 | $ 21,163 | $ 29,203 | $ 41,419 | $ 35,813 | $ 21,594 | $ 139,371 | $ 128,029 | $ 123,160 |
Earnings per share: | |||||||||||
Basic earnings per share, Continuing operations (in dollars per share) | $ 0.57 | $ 0.85 | $ 0.69 | $ 0.38 | $ 0.52 | $ 0.72 | $ 0.62 | $ 0.38 | $ 2.48 | $ 2.24 | $ 2.08 |
Diluted earnings per share, Continuing operations (in dollars per share) | $ 0.56 | $ 0.84 | $ 0.68 | $ 0.37 | $ 0.51 | $ 0.72 | $ 0.62 | $ 0.37 | $ 2.46 | $ 2.22 | $ 2.07 |
Increase (Decrease) in income taxes | $ 1,600 | $ (5,775) | $ (808) | $ (139) |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Millions | Feb. 25, 2017 | Jan. 13, 2017 | Sep. 30, 2015 |
Subsequent Events [Line Items] | |||
Common stock, dividends declared (in dollars per share) | $ 0.195 | ||
Subsequent event | |||
Subsequent Events [Line Items] | |||
Payments to acquire commercial real estate | $ 25.3 | ||
Common stock, dividends declared (in dollars per share) | $ 0.215 |
Schedule II-Valuation And Qu130
Schedule II-Valuation And Qualifying Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Allowance for Trade Receivables [Member] | |||
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at Beginning of Period | $ 8,718 | $ 10,084 | $ 12,187 |
Additions/Charges to Profit & Loss | 5,083 | 4,382 | 4,090 |
Recoveries/Write offs | (5,244) | (5,748) | (6,193) |
Balance at End of Period | 8,557 | 8,718 | 10,084 |
Allowance for Notes Receivable [Member] | |||
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at Beginning of Period | 6,765 | 5,987 | 11,546 |
Additions/Charges to Profit & Loss | 2,319 | 1,742 | 2,630 |
Recoveries/Write offs | (1,654) | (964) | (8,189) |
Balance at End of Period | $ 7,430 | $ 6,765 | $ 5,987 |